SCHEDULE II

ENSTAR GROUP LIMITED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Balance Sheets - Parent Company Only

As of December 31, 2015 and 2014



	2015			2014
	(in thousands of U.S. dollars, except share data)
ASSETS
Cash and cash equivalents	$	4,552		$	21,671
Balances due from subsidiaries	489,873			432,312
Investments in subsidiaries	2,674,084			2,216,078
Other assets	7,812			320
TOTAL ASSETS	$	3,176,321		$	2,670,381
LIABILITIES
Loans payable	$	485,836		$	203,627
Balances due to subsidiaries	160,854			156,107
Other liabilities	12,759			5,797
TOTAL LIABILITIES	659,449			365,531
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Share capital authorized, issued and fully paid, par value $1 each (authorized 2015 and 2014: 156,000,000):
Ordinary shares (issued and outstanding 2015: 16,133,334; 2014: 15,761,365)	16,133			15,761
Non-voting convertible ordinary shares:
Series A (issued 2015 and 2014: 2,972,892)	2,973			2,973
Series C (issued and outstanding 2015 and 2014: 2,725,637)	2,726			2,726
Series E (issued and outstanding 2015: 404,771; 2014: 714,015)	405			714
Treasury shares at cost (Series A non-voting convertible ordinary shares 2015 and 2014: 2,972,892)	(421,559		)	(421,559		)
Additional paid-in capital	1,373,044			1,321,715
Accumulated other comprehensive loss	(35,162		)	(12,686		)
Retained earnings	1,578,312			1,395,206
Total Enstar Group Limited Shareholders’ Equity	2,516,872			2,304,850
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,176,321		$	2,670,381

See accompanying notes to the Condensed Financial Information of Registrant

SCHEDULE II

ENSTAR GROUP LIMITED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED

Statements of Earnings - Parent Company Only

For the Years Ended December 31, 2015, 2014 and 2013



	2015			2014			2013
	(in thousands of U.S. dollars)
INCOME
Net investment income	$	14,965		$	11,865		$	8,561
Dividend income from subsidiaries	1,000			21,952			27,118
	15,965			33,817			35,679
EXPENSES
Salaries and benefits	—			128			117
General and administrative expenses	50,349			43,113			15,747
Interest expense	8,693			8,201			10,475
Net foreign exchange losses (gains)	213			379			(1,696		)
	59,255			51,821			24,643
EARNINGS (LOSS) BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES	(43,290		)	(18,004		)	11,036
EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARIES	263,581			231,753			197,568
NET EARNINGS	$	220,291		$	213,749		$	208,604

Statements of Comprehensive Income - Parent Company Only

For the Years Ended December 31, 2015, 2014 and 2013



	2015			2014			2013
	(in thousands of U.S. dollars)
NET EARNINGS	$	220,291		$	213,749		$	208,604
OTHER COMPREHENSIVE LOSS RELATING TO SUBSIDIARIES, NET OF TAX	(22,476		)	(26,664		)	(10,461		)
COMPREHENSIVE INCOME	$	197,815		$	187,085		$	198,143

See accompanying notes to the Condensed Financial Information of Registrant

SCHEDULE II

ENSTAR GROUP LIMITED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT - CONTINUED

Statements of Cash Flows - Parent Company Only

For the Years Ended December 31, 2015, 2014 and 2013



	2015			2014			2013
	(in thousands of U.S. dollars)
OPERATING ACTIVITIES:
Net cash flows used in operating activities	$	(81,384	)	$	(88,970	)	$	(174,868	)
INVESTING ACTIVITIES:
Dividends and return of capital from subsidiaries	1,000			21,952			27,118
Contributions to subsidiaries	(218,935		)	(50		)	(100,071		)
Net cash flows provided by (used in) investing activities	(217,935		)	21,902			(72,953		)
FINANCING ACTIVITIES:
Repayment of loans	(223,500		)	(9,250		)	—
Receipt of loans	505,700			70,000			95,000
Net cash flows provided by financing activities	282,200			60,750			95,000
NET DECREASE IN CASH AND CASH EQUIVALENTS	(17,119		)	(6,318		)	(152,821		)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	21,671			27,989			180,810
CASH AND CASH EQUIVALENTS, END OF YEAR	$	4,552		$	21,671		$	27,989

See accompanying notes to the Condensed Financial Information of Registrant

Notes to the Condensed Financial Information of Registrant

The Condensed Financial Information of Registrant should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in Part II - Item 8 of this Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings.

Our wholly owned and majority owned subsidiaries are recorded based upon our proportionate share of our subsidiaries' net assets (similar to presenting them on the equity method).

Investing activities in the Condensed Statements of Cash Flows primarily represents the flow of funds to and from subsidiaries to provide cash on hand to fund acquisitions and significant new business. Net investment income relates to interest on loans to subsidiaries. For the years ended December 31, 2015, 2014, and 2013, interest paid was $13.0 million, $6.6 million, and $2.5 million, respectively.

As at December 31, 2015 and 2014, parental guarantees supporting subsidiaries' insurance obligations were $334.2 million and $238.6 million, respectively.

As at December 31, 2015 and 2014, retained earnings was $1,578.3 million and $1,395.2 million, an increase of $183.1 million. The increase in retained earnings was primarily attributable to net earnings of $220.3 million, partially offset by $37.2 million relating to the accretion of redeemable noncontrolling interests in subsidiaries to the estimated redemption value, which is fair value, as of December 31, 2015.