Item 1A. RISK FACTORS

The following supplements the risk factors that could have a material impact on our results of operations or financial condition as described under "Risk Factors" in Item 1A of Part I of our 2022 Form 10-K.

If international tax laws change, our net income may be impacted.

The Organization for Economic Co-operation and Development (“OECD”) and its member countries which includes the U.S., have been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting. Recently they agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate. These proposals, if implemented, could have an impact on our net income and effective tax rate. Group and/or various Group companies may be subject to additional income taxes, which would reduce our net income.

To date, the Government of Bermuda has issued two Public Consultation Papers (“PCP”) regarding its intent to implement a corporate income tax (“CIT”), consistent with OECD global minimum tax rules. The proposal amongst other items would assess a 15% CIT applicable to Bermuda businesses that are part of Multinational Enterprise Groups with annual revenue of €750M or more. The Bermuda Government's current intention, as evidenced in the released PCPs, is to enact the CIT rules in the fourth quarter of 2023 which would be effective beginning in 2025. We have evaluated their proposal and are preparing for its intended effective date, including analyzing the tax accounting implications to be recorded as soon as December 31, 2023. As further guidance is published, we will continue to monitor the impact on the Company and will react accordingly.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities.

(1)On May 22, 2020, the Company’s executive committee of the Board of Directors approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to a current aggregate of 32.0 million of the Company’s shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both. Currently, the Company and/or its subsidiary Holdings have repurchased 30.8 million of the Company’s shares.

(2)Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vestings and/or settlements of share-based compensation awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.