Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries | 20 . Condensed Consolidating Financial Information Provided in Connection with Outstanding Debt of Subsidiaries The following tables present condensed consolidating balance sheets at December 31, 2018 and December 31, 2017, condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the year ended December 31, 2018 and 2017, and condensed consolidating statements of cash flows for the year ended December 31, 2018 and 2017. GIGI is a 100% owned subsidiary of the Company. See Note 11 for information on the Company’s debt obligations. Condensed Consolidating Balance Sheets at December 31, 2018 ($ in thousands) Global Indemnity Limited (Parent co- obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co-obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated ASSETS Total investments $ 55,377 $ 233,479 $ 1,121,799 $ — $ 1,410,655 Cash and cash equivalents 2,221 26,039 71,237 — 99,497 Investments in subsidiaries 1,105,032 296,357 (19,922 ) (1,381,467 ) — Due from subsidiaries and affiliates 584 (2,133 ) 1,549 — — Notes receivable – affiliate — 80,049 847,808 (927,857 ) — Interest receivable – affiliate — 3,869 17,425 (21,294 ) — Premiums receivable, net — — 87,679 — 87,679 Reinsurance receivables, net — — 114,418 — 114,418 Funds held by ceding insurers — — 49,206 — 49,206 Federal income taxes receivable — 4,631 6,235 — 10,866 Deferred federal income taxes — 44,481 4,108 — 48,589 Deferred acquisition costs — — 61,676 — 61,676 Intangible assets — — 22,020 — 22,020 Goodwill — — 6,521 — 6,521 Prepaid reinsurance premiums — — 20,594 — 20,594 Receivable for securities sold — — 15 — 15 Other assets 8,461 5,085 22,237 (7,253 ) 28,530 Total assets $ 1,171,675 $ 691,857 $ 2,434,605 $ (2,337,871 ) $ 1,960,266 LIABILITIES AND SHAREHOLDERS’ EQUITY Liabilities: Unpaid losses and loss adjustment expenses $ — $ — $ 680,031 $ — $ 680,031 Unearned premiums — — 281,912 — 281,912 Ceded balances payable — — 14,994 — 14,994 Contingent commissions — — 10,636 — 10,636 Debt — 295,818 — (7,253 ) 288,565 Notes payable – affiliates 520,498 402,310 5,049 (927,857 ) — Accrued interest payable – affiliates 19,499 — 1,795 (21,294 ) — Other liabilities 2,619 13,651 38,799 — 55,069 Total liabilities 542,616 711,779 1,033,216 (956,404 ) 1,331,207 Shareholders’ equity Total shareholders’ equity 629,059 (19,922 ) 1,401,389 (1,381,467 ) 629,059 Total liabilities and shareholders’ equity $ 1,171,675 $ 691,857 $ 2,434,605 $ (2,337,871 ) $ 1,960,266 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Balance Sheets at December 31, 2017 ($ in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co-obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated 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 and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Year Ended December 31, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ — $ — $ 467,775 $ — $ 467,775 Net investment income 658 9,208 73,317 (36,841 ) 46,342 Net realized investment gains (losses) (154 ) (15,284 ) (1,469 ) — (16,907 ) Other income (loss) — 20 1,708 — 1,728 Total revenues 504 (6,056 ) 541,331 (36,841 ) 498,938 Losses and Expenses: Net losses and loss adjustment expenses — — 334,625 — 334,625 Acquisition costs and other underwriting expenses — — 190,778 — 190,778 Corporate and other operating expenses 11,317 17,047 1,402 — 29,766 Interest expense 12,994 43,187 354 (36,841 ) 19,694 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (23,807 ) (66,290 ) 14,172 — (75,925 ) Equity in net income (loss) of subsidiaries (32,889 ) (16,694 ) (73,009 ) 122,592 — Income (loss) before income taxes (56,696 ) (82,984 ) (58,837 ) 122,592 (75,925 ) Income tax benefit — (9,975 ) (9,254 ) — (19,229 ) Net income (loss) $ (56,696 ) $ (73,009 ) $ (49,583 ) $ 122,592 $ (56,696 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Year Ended December 31, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ — $ — $ 438,034 $ — $ 438,034 Net investment income 361 8,943 74,264 (44,245 ) 39,323 Net realized investment gains (losses) (368 ) 877 1,067 — 1,576 Other income 6 4,170 2,406 — 6,582 Total revenues (1 ) 13,990 515,771 (44,245 ) 485,515 Losses and Expenses: Net losses and loss adjustment expenses — — 269,212 — 269,212 Acquisition costs and other underwriting expenses — — 183,733 — 183,733 Corporate and other operating expenses 16,807 (11,595 ) 20,502 — 25,714 Interest expense 18,349 42,332 332 (44,107 ) 16,906 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (35,157 ) (16,747 ) 41,992 (138 ) (10,050 ) Equity in net income (loss) of subsidiaries 25,606 (19,018 ) (48,595 ) 42,007 — Loss before income taxes (9,551 ) (35,765 ) (6,603 ) 41,869 (10,050 ) Income tax expense (benefit) — 12,830 (13,329 ) — (499 ) Net income (loss) $ (9,551 ) $ (48,595 ) $ 6,726 $ 41,869 $ (9,551 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Operations for the Year Ended December 31, 2016 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Revenues: Net premiums earned $ — $ — $ 468,465 $ — $ 468,465 Net investment income 28 4,745 63,572 (34,362 ) 33,983 Net realized investment gains — 9,017 12,704 — 21,721 Other income (loss) (1 ) 1,127 9,219 — 10,345 Total revenues 27 14,889 553,960 (34,362 ) 534,514 Losses and Expenses: Net losses and loss adjustment expenses — — 264,003 — 264,003 Acquisition costs and other underwriting expenses — — 196,650 — 196,650 Corporate and other operating expenses 660 5,650 11,028 — 17,338 Interest expense 1,370 34,738 7,159 (34,362 ) 8,905 Income (loss) before equity in net income (loss) of subsidiaries and income taxes (2,003 ) (25,499 ) 75,120 — 47,618 Equity in net income (loss) of subsidiaries 51,871 13,351 (2,720 ) (62,502 ) — Income (loss) before income taxes 49,868 (12,148 ) 72,400 (62,502 ) 47,618 Income tax expense (benefit) — (9,428 ) 7,178 — (2,250 ) Net income (loss) $ 49,868 $ (2,720 ) $ 65,222 $ (62,502 ) $ 49,868 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ (56,696 ) $ (73,009 ) $ (49,583 ) $ 122,592 $ (56,696 ) Other comprehensive income (loss), net of tax: Unrealized holding (losses) (499 ) (2,917 ) (17,332 ) — (20,748 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (19,841 ) (8,230 ) (10,120 ) 38,191 — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (3 ) — (3 ) Reclassification adjustment for (gains) losses included in net income (loss) 154 1,027 1,269 — 2,450 Unrealized foreign currency translation (losses) — — (1,885 ) — (1,885 ) Other comprehensive income (loss), net of tax (20,186 ) (10,120 ) (28,071 ) 38,191 (20,186 ) Comprehensive income (loss), net of tax $ (76,882 ) $ (83,129 ) $ (77,654 ) $ 160,783 $ (76,882 ) (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ (9,551 ) $ (48,595 ) $ 6,726 $ 41,869 $ (9,551 ) Other comprehensive income (loss), net of tax: Unrealized holding gains (216 ) 9,735 187 (29 ) 9,677 Equity in other comprehensive income (loss) of unconsolidated subsidiaries 9,449 (385 ) 8,955 (18,019 ) — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (3 ) — (3 ) Reclassification adjustment for (gains) losses included in net income (loss) 368 (619 ) (735 ) 138 (848 ) Unrealized foreign currency translation gains (losses) — 224 551 — 775 Other comprehensive income (loss), net of tax 9,601 8,955 8,955 (17,910 ) 9,601 Comprehensive income (loss), net of tax $ 50 $ (39,640 ) $ 15,681 $ 23,959 $ 50 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Comprehensive Income for the Year Ended December 31, 2016 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Consolidating Adjustments (2) Global Indemnity Limited Consolidated Net income (loss) $ 49,868 $ (2,720 ) $ 65,222 $ (62,502 ) $ 49,868 Other comprehensive income (loss), net of tax: Unrealized holding (losses) (32 ) 784 9,319 (13 ) 10,058 Equity in other comprehensive income (loss) of unconsolidated subsidiaries (4,664 ) (840 ) (6,581 ) 12,085 — Portion of other-than-temporary impairment losses recognized in other comprehensive income (losses) — — (3 ) — (3 ) Reclassification adjustment for (gains) losses included in net income — (6,583 ) (8,226 ) — (14,809 ) Unrealized foreign currency translation (losses) — 58 — — 58 Other comprehensive income (loss), net of tax (4,696 ) (6,581 ) (5,491 ) 12,072 (4,696 ) Comprehensive income (loss), net of tax $ 45,172 $ (9,301 ) $ 59,731 $ (50,430 ) $ 45,172 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations (2) Includes Parent co-obligor and subsidiary co-obligor consolidating adjustments Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2018 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Global Indemnity Limited Consolidated Cash flows from operating activities: Net cash provided by (used for) operating activities $ (20,178 ) $ (35,207 ) $ 97,454 $ 42,069 Cash flows from investing activities: Proceeds from sale of fixed maturities 32,980 71,900 188,468 293,348 Proceeds from sale of equity securities — 35,639 — 35,639 Proceeds from maturity of fixed maturities 5,431 7,600 42,151 55,182 Proceeds from limited partnerships 1,500 34,499 7,378 43,377 Amount received (paid) in connection with derivatives — 4,392 — 4,392 Purchases of fixed maturities (33,327 ) (40,858 ) (296,351 ) (370,536 ) Purchases of equity securities — (36,258 ) — (36,258 ) Purchases of other invested assets — (15,800 ) (509 ) (16,309 ) Acquisition of business — (3,515 ) — (3,515 ) Net cash provided by (used for) investing activities 6,584 57,599 (58,863 ) 5,320 Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility — (6,412 ) — (6,412 ) Proceeds / (issuance) of notes to affiliates 230,000 (227,690 ) (2,310 ) — Debt restructuring (230,000 ) 230,000 — — Dividends paid to shareholders (14,027 ) — — (14,027 ) Dividends from subsidiaries 20,620 — (20,620 ) — Purchase of A ordinary shares (1,867 ) — — (1,867 ) Net cash provided by (used for) financing activities 4,726 (4,102 ) (22,930 ) (22,306 ) Net change in cash and cash equivalents (8,868 ) 18,290 15,661 25,083 Cash and cash equivalents at beginning of period 11,089 7,749 55,576 74,414 Cash and cash equivalents at end of period $ 2,221 $ 26,039 $ 71,237 $ 99,497 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2017 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Global Indemnity Limited Consolidated Cash flows from operating activities: Net cash provided by (used for) operating activities $ (24,927 ) $ (37,165 ) $ 43,183 $ (18,909 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 12,389 54,082 851,968 918,439 Proceeds from sale of equity securities — 32,218 — 32,218 Proceeds from maturity of fixed maturities 10,000 78,925 56,550 145,475 Proceeds from limited partnerships — 4,139 8,160 12,299 Amount received (paid) in connection with derivatives — 1,464 — 1,464 Purchases of fixed maturities (32,044 ) (254,152 ) (792,003 ) (1,078,199 ) Purchases of equity securities — (36,647 ) — (36,647 ) Purchases of other invested assets — (22,500 ) (1,500 ) (24,000 ) Net cash provided by (used for) investing activities (9,655 ) (142,471 ) 123,175 (28,951 ) Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility — 5,584 — 5,584 Redemption of ordinary shares (83,015 ) — — (83,015 ) 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 100,000 56,265 (156,265 ) — Capital contribution (96,000 ) — 96,000 — Purchase of A ordinary shares (1,159 ) — — (1,159 ) Net cash provided by (used for) financing activities 45,580 181,849 (180,265 ) 47,164 Net change in cash and cash equivalents 10,998 2,213 (13,907 ) (696 ) Cash and cash equivalents at beginning of period 91 5,536 69,483 75,110 Cash and cash equivalents at end of period $ 11,089 $ 7,749 $ 55,576 $ 74,414 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations Condensed Consolidating Statements of Cash Flows for the Year Ended December 31, 2016 (Dollars in thousands) Global Indemnity Limited (Parent co-obligor) Global Indemnity Group, Inc. (Subsidiary co-obligor) Other Global Indemnity Limited Subsidiaries and Eliminations (non-co- obligor subsidiaries (1) Global Indemnity Limited Consolidated Cash flows from operating activities: Net cash provided by (used for) operating activities $ 1 $ (33,440 ) $ 14,233 $ (19,206 ) Cash flows from investing activities: Proceeds from sale of fixed maturities 84 94,270 287,035 381,389 Proceeds from sale of equity securities — 111,156 — 111,156 Proceeds from maturity of fixed maturities — 500 85,509 86,009 Proceeds from limited partnerships — 2,441 1,819 4,260 Proceeds from disposition of subsidiary, net of cash and cash equivalents disposed of $1,269 — — 16,922 16,922 Amount received (paid) in connection with derivatives — (1,010 ) — (1,010 ) Purchases of fixed maturities — (41,940 ) (395,750 ) (437,690 ) Purchases of equity securities — (109,940 ) — (109,940 ) Purchases of other invested assets — (7,824 ) (6,301 ) (14,125 ) Net cash provided by (used for) investing activities 84 47,653 (10,766 ) 36,971 Cash flows from financing activities: Net borrowings (repayments) under margin borrowing facility — (9,000 ) — (9,000 ) Debt issuance cost — — (14 ) (14 ) Capital contribution (450 ) — 450 — Proceeds from disposition of subsidiary 456 — (456 ) — Purchase of A ordinary shares — — (805 ) (805 ) Tax benefit on share-based compensation expense — — 127 127 Net cash provided by (used for) financing activities 6 (9,000 ) (698 ) (9,692 ) Net change in cash and cash equivalents 91 5,213 2,769 8,073 Cash and cash equivalents at beginning of period — 323 66,714 67,037 Cash and cash equivalents at end of period $ 91 $ 5,536 $ 69,483 $ 75,110 (1) Includes all other subsidiaries of Global Indemnity Limited and eliminations |