Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries | 14. Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries The following tables present condensed consolidating balance sheets at June 30, 2018 and December 31, 2017, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the quarters and six months ended June 30, 2018 and 2017, and condensed consolidating statements of cash flows for the six months ended June 30, 2018 and 2017. GIGI is a 100% owned subsidiary of the Company. See Note 7 for information on the Company’s debt obligations. Condensed Consolidating Balance Sheets at June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global ASSETS Total investments $ 17,712 $ 313,031 $ 1,174,415 $ — $ 1,505,158 Cash and cash equivalents 1,385 1,461 44,292 — 47,138 Investments in subsidiaries 1,218,698 323,017 39,581 (1,581,296 ) — Due from subsidiaries and affiliates 4,507 (8,334 ) 3,827 — — Notes receivable – affiliate — 80,049 845,498 (925,547 ) — Interest receivable – affiliate — 3,285 29,114 (32,399 ) — Premiums receivable, net — — 92,567 — 92,567 Reinsurance receivables, net — — 96,568 — 96,568 Funds held by ceding insurers — — 52,110 — 52,110 Federal income taxes receivable — 9,687 304 — 9,991 Deferred federal income taxes — 26,913 5,930 — 32,843 Deferred acquisition costs — — 65,504 — 65,504 Intangible assets — — 22,285 — 22,285 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 25,237 — 25,237 Receivable for securities sold — — — — — Other assets 8,057 8,009 17,216 (7,385 ) 25,897 Total assets $ 1,250,359 $ 757,118 $ 2,520,969 $ (2,546,627 ) $ 1,981,819 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ — $ — $ 613,670 $ — $ 613,670 Unearned premiums — — 304,188 — 304,188 Ceded balances payable — — 21,848 — 21,848 Payable for securities purchased — (3,041 ) 3,594 — 553 Contingent commissions — — 6,496 — 6,496 Debt — 294,709 — (7,385 ) 287,324 Notes payable – affiliates 520,498 400,000 5,049 (925,547 ) Accrued interest payable – affiliates 17,335 13,594 1,470 (32,399 ) Other liabilities 10,109 12,276 22,926 12 45,323 Total liabilities 547,942 717,538 979,241 (965,319 ) 1,279,402 Shareholders’ equity Total shareholders’ equity 702,417 39,580 1,541,728 (1,581,308 ) 702,417 Total liabilities and shareholders’ equity $ 1,250,359 $ 757,118 $ 2,520,969 $ (2,546,627 ) $ 1,981,819 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Balance Sheets at December 31, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global ASSETS Total investments $ 13,118 $ 309,891 $ 1,136,477 $ — $ 1,459,486 Cash and cash equivalents 11,089 7,749 55,576 — 74,414 Investments in subsidiaries 1,207,590 321,194 62,950 (1,591,734 ) — Due from subsidiaries and affiliates 4,618 (6,513 ) 1,895 — — Notes receivable – affiliate — 80,049 845,498 (925,547 ) — Interest receivable – affiliate — 2,721 30,642 (33,363 ) — Premiums receivable, net — — 84,386 — 84,386 Reinsurance receivables, net — — 105,060 — 105,060 Funds held by ceding insurers — — 45,300 — 45,300 Federal income taxes receivable — 7,560 2,489 283 10,332 Deferred federal income taxes — 21,533 4,833 (170 ) 26,196 Deferred acquisition costs — — 61,647 — 61,647 Intangible assets — — 22,549 — 22,549 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 28,851 — 28,851 Receivable for securities sold — (403 ) 1,946 — 1,543 Other assets 20,681 52,806 21,897 (20,000 ) 75,384 Total assets $ 1,257,096 $ 796,587 $ 2,518,517 $ (2,570,531 ) $ 2,001,669 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ — $ — $ 634,664 $ — $ 634,664 Unearned premiums — — 285,397 — 285,397 Ceded balances payable — — 10,851 — 10,851 Payable for securities purchased — — — — — Contingent commissions — — 7,984 — 7,984 Debt 222,483 72,230 — — 294,713 Notes payable – affiliates 290,498 630,000 5,049 (925,547 ) — Accrued interest payable – affiliates 12,465 19,574 1,324 (33,363 ) — Other liabilities 13,256 11,832 44,578 (20,000 ) 49,666 Total liabilities 538,702 733,636 989,847 (978,910 ) 1,283,275 Shareholders’ equity Total shareholders’ equity 718,394 62,951 1,528,670 (1,591,621 ) 718,394 Total liabilities and shareholders’ equity $ 1,257,096 $ 796,587 $ 2,518,517 $ (2,570,531 ) $ 2,001,669 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Operations for the Quarter Ended June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global Revenues: Net premiums earned $ — $ — $ 113,917 $ — $ 113,917 Net investment income 205 2,711 20,316 (12,278 ) 10,954 Net realized investment gains (losses) (20 ) 3,066 (216 ) — 2,830 Other income — 14 310 — 324 Total revenues 185 5,791 134,327 (12,278 ) 128,025 Losses and Expenses: Net losses and loss adjustment expenses — — 58,861 — 58,861 Acquisition costs and other underwriting expenses — — 47,513 — 47,513 Corporate and other operating expenses 4,719 5,927 272 — 10,918 Interest expense 5,379 11,718 121 (12,278 ) 4,940 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (9,913 ) (11,854 ) 27,560 — 5,793 Equity in net income (loss) of subsidiaries 17,105 3,108 (6,428 ) (13,785 ) — Income (loss) before income taxes 7,192 (8,746 ) 21,132 (13,785 ) 5,793 Income tax benefit — (2,312 ) 913 — (1,399 ) Net income (loss) $ 7,192 $ (6,434 ) $ 20,219 $ (13,785 ) $ 7,192 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Operations for the Quarter Ended June 30, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor Consolidating Global Revenues: Net premiums earned $ — $ — $ 107,073 $ — $ 107,073 Net investment income 142 1,183 18,959 (11,444 ) 8,840 Net realized investment gains (losses) (242 ) (1,026 ) 606 — (662 ) Other income — 1,149 633 — 1,782 Total revenues (100 ) 1,306 127,271 (11,444 ) 117,033 Losses and Expenses: Net losses and loss adjustment expenses — — 57,700 — 57,700 Acquisition costs and other underwriting expenses — — 43,457 — 43,457 Corporate and other operating expenses 920 (4,331 ) 6,772 — 3,361 Interest expense 5,051 11,075 80 (11,444 ) 4,762 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (6,071 ) (5,438 ) 19,262 — 7,753 Equity in net income (loss) of subsidiaries 16,160 (646 ) (3,982 ) (11,532 ) — Income (loss) before income taxes 10,089 (6,084 ) 15,280 (11,532 ) 7,753 Income tax benefit — (1,994 ) (342 ) — (2,336 ) Net income (loss) $ 10,089 $ (4,090 ) $ 15,622 $ (11,532 ) $ 10,089 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global (non-co- obligor subsidiaries (1) Consolidating Global Revenues: Net premiums earned $ — $ 0 $ 221,919 $ — $ 221,919 Net investment income 337 5,912 39,940 (23,831 ) 22,358 Net realized investment gains (losses) (20 ) 2,846 (312 ) — 2,514 Other income — 12 866 — 878 Total revenues 317 8,770 262,413 (23,831 ) 247,669 Losses and Expenses: Net losses and loss adjustment expenses — — 114,933 — 114,933 Acquisition costs and other underwriting expenses — — 92,516 — 92,516 Corporate and other operating expenses 8,977 10,645 556 — 20,178 Interest expense 10,698 22,738 196 (23,831 ) 9,801 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (19,358 ) (24,613 ) 54,212 — 10,241 Equity in net income (loss) of subsidiaries 32,251 10,765 (12,901 ) (30,115 ) — Income (loss) before income taxes 12,893 (13,848 ) 41,311 (30,115 ) 10,241 Income tax expense (benefit) — (947 ) (1,818 ) 113 (2,652 ) Net income (loss) $ 12,893 $ (12,901 ) $ 43,129 $ (30,228 ) $ 12,893 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global (non-co- obligor subsidiaries (1) Consolidating Global Revenues: Net premiums earned $ — $ 0 $ 220,199 $ — $ 220,199 Net investment income 152 2,784 34,965 (20,417 ) 17,484 Net realized investment gains (losses) (249 ) (601 ) 963 — 113 Other income — 1,776 1,374 — 3,150 Total revenues (97 ) 3,959 257,501 (20,417 ) 240,946 Losses and Expenses: Net losses and loss adjustment expenses — — 120,261 — 120,261 Acquisition costs and other underwriting expenses — — 90,008 — 90,008 Corporate and other operating expenses 1,500 (5,663 ) 10,578 — 6,415 Interest expense 7,593 19,850 203 (20,417 ) 7,229 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (9,190 ) (10,228 ) 36,451 — 17,033 Equity in net income (loss) of subsidiaries 31,561 (1,688 ) (7,959 ) (21,914 ) — Income (loss) before income taxes 22,371 (11,916 ) 28,492 (21,914 ) 17,033 Income tax benefit — (3,846 ) (1,492 ) — (5,338 ) Net income (loss) $ 22,371 $ (8,070 ) $ 29,984 $ (21,914 ) $ 22,371 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Comprehensive Income for the Quarter Ended June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global Net income (loss) $ 7,192 $ (6,434 ) $ 20,219 $ (13,785 ) $ 7,192 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) (23 ) (475 ) (5,322 ) — (5,820 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (5,941 ) (2,517 ) (2,600 ) 11,058 — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (7 ) — (7 ) Reclassification adjustment for gains included in net income (loss) 20 392 199 — 611 Unrealized foreign currency translation gains (losses) — — (728 ) — (728 ) Other comprehensive income (loss), net of tax (5,944 ) (2,600 ) (8,458 ) 11,058 (5,944 ) Comprehensive income (loss), net of tax $ 1,248 $ (9,034 ) $ 11,761 $ (2,727 ) $ 1,248 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Comprehensive Income for the Quarter Ended June 30, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global Net income (loss) $ 10,089 $ (4,090 ) $ 15,622 $ (11,532 ) $ 10,089 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) (235 ) 466 1,920 4 2,155 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 1,647 625 777 (3,049 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (1 ) — (1 ) Reclassification adjustment for gains included in net income (loss) 242 (518 ) (547 ) — (823 ) Unrealized foreign currency translation gains (losses) — 204 119 — 323 Other comprehensive income (loss), net of tax 1,654 777 2,268 (3,045 ) 1,654 Comprehensive income (loss), net of tax $ 11,743 $ (3,313 ) $ 17,890 $ (14,577 ) $ 11,743 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global Net income (loss) $ 12,893 $ (12,901 ) $ 43,129 $ (30,228 ) $ 12,893 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) (147 ) (2,085 ) (18,776 ) — (21,008 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (21,303 ) (9,030 ) (10,726 ) 41,059 — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (8 ) — (8 ) Reclassification adjustment for gains included in net income (loss) 20 389 277 — 686 Unrealized foreign currency translation gains (losses) — — (1,100 ) — (1,100 ) Other comprehensive income (loss), net of tax (21,430 ) (10,726 ) (30,333 ) 41,059 (21,430 ) Comprehensive income (loss), net of tax $ (8,537 ) $ (23,627 ) $ 12,796 $ 10,831 $ (8,537 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Comprehensive Income for the Six Months Ended June 30, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Consolidating Global Net income (loss) $ 22,371 $ (8,070 ) $ 29,984 $ (21,914 ) $ 22,371 Other comprehensive income (loss), net of tax: Unrealized holding gains (losses) (244 ) 3,823 3,739 15 7,333 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 6,599 1,189 4,615 (12,403 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (1 ) — (1 ) Reclassification adjustment for gains included in net income (loss) 249 (682 ) (796 ) — (1,229 ) Unrealized foreign currency translation gains (losses) — 285 216 — 501 Other comprehensive income (loss), net of tax 6,604 4,615 7,773 (12,388 ) 6,604 Comprehensive income (loss), net of tax $ 28,975 $ (3,455 ) $ 37,757 $ (34,302 ) $ 28,975 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Cash Flows at June 30, 2018 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Global Cash flows from operating activities: Net cash provided by (used for) operating activities $ (16,120 ) $ 9,869 $ 65,211 $ 58,960 Cash flows from investing activities: Proceeds from sale of fixed maturities 15,284 24,077 75,095 114,456 Proceeds from sale of equity securities — 17,461 — 17,461 Proceeds from maturity of fixed maturities 5,431 7,600 20,010 33,041 Proceeds from limited partnerships — (1,322 ) 6,193 4,871 Amounts received in connection with derivatives — 6,602 — 6,602 Purchases of fixed maturities (25,485 ) (31,659 ) (157,793 ) (214,937 ) Purchases of equity securities — (17,330 ) — (17,330 ) Purchases of other invested assets — (10,550 ) — (10,550 ) Acquisition of business — (3,515 ) — (3,515 ) Net cash used for investing activities (4,770 ) (8,636 ) (56,495 ) (69,901 ) Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility — (7,521 ) — (7,521 ) Proceeds / (issuance) of notes to affiliates 230,000 (230,000 ) — — Debt restructuring (230,000 ) 230,000 — — Dividends paid to shareholders (7,001 ) — — (7,001 ) Dividends from subsidiaries 20,000 — (20,000 ) — Capital contribution to a subsidiary — — — — Purchase of A ordinary shares (1,813 ) — — (1,813 ) Net cash provided by (used for) financing activities 11,186 (7,521 ) (20,000 ) (16,335 ) Net change in cash and cash equivalents (9,704 ) (6,288 ) (11,284 ) (27,276 ) Cash and cash equivalents at beginning of period 11,089 7,749 55,576 74,414 Cash and cash equivalents at end of period $ 1,385 $ 1,461 $ 44,292 $ 47,138 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor Condensed Consolidating Statements of Cash Flows at June 30, 2017 (in thousands) Global (Parent co- obligor) Global co-obligor) Other Global Eliminations (non-co- obligor subsidiaries (1) Global Cash flows from operating activities: Net cash provided by (used for) operating activities $ (4,696 ) $ (8,127 ) $ 9,417 $ (3,406 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 10,392 29,043 592,218 631,653 Proceeds from sale of equity securities — 13,740 — 13,740 Proceeds from maturity of fixed maturities 3,000 25,000 25,478 53,478 Proceeds from limited partnerships — 6,629 3,693 10,322 Amounts paid in connection with derivatives — (983 ) — (983 ) Purchases of fixed maturities (29,215 ) (158,412 ) (593,643 ) (781,270 ) Purchases of equity securities — (17,517 ) — (17,517 ) Purchases of other invested assets — (16,500 ) — (16,500 ) Net cash provided by (used for) investing activities (15,823 ) (119,000 ) 27,746 (107,077 ) Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility — 7,242 — 7,242 Proceeds from issuance of subordinated notes 130,000 — — 130,000 Debt issuance cost (4,246 ) — — (4,246 ) Proceeds / (issuance) of notes to affiliates — 120,000 (120,000 ) — Dividends from subsidiaries — — — — Capital contribution (96,000 ) — 96,000 — Purchase of A ordinary shares (1,159 ) — — (1,159 ) Net cash provided by (used for) financing activities 28,595 127,242 (24,000 ) 131,837 Net change in cash and cash equivalents 8,076 115 13,163 21,354 Cash and cash equivalents at beginning of period 91 5,536 69,483 75,110 Cash and cash equivalents at end of period $ 8,167 $ 5,651 $ 82,646 $ 96,464 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor co-obligor |