Global Indemnity Group, LLC - FORM 10-Q

Global Indemnity Group, LLC - FORM 10-Q - August 9, 2017

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

001-34809

Commission File Number

GLOBAL INDEMNITY LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1304287

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

27 HOSPITAL ROAD

GEORGE TOWN, GRAND CAYMAN

KY1-9008

CAYMAN ISLANDS

(Address of principal executive office including zip code)

Registrant’s telephone number, including area code: (345) 949-0100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2017, the registrant had outstanding 13,461,023 A Ordinary Shares and 4,133,366 B Ordinary Shares.

TABLE OF CONTENTS


	Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Balance Sheets As of June 30, 2017 (Unaudited) and December 31, 2016		2

Consolidated Statements of Operations Quarters and Six Months Ended June 30, 2017 (Unaudited) and June 30, 2016 (Unaudited)		3

Consolidated Statements of Comprehensive Income Quarters and Six Months Ended June 30, 2017 (Unaudited) and June 30, 2016 (Unaudited)		4

Consolidated Statements of Changes in Shareholders’ Equity Six Months Ended June 30, 2017 (Unaudited) and Year Ended December 31, 2016		5

Consolidated Statements of Cash Flows Six Months Ended June 30, 2017 (Unaudited) and June 30, 2016 (Unaudited)		6

Notes to Consolidated Financial Statements (Unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36

Item 3. Quantitative and Qualitative Disclosures about Market Risk		54

Item 4. Controls and Procedures		54

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		55

Item 1A. Risk Factors		55

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		55

Item 3. Defaults Upon Senior Securities		55

Item 4. Mine Safety Disclosures		55

Item 5. Other Information		55

Item 6. Exhibits		56

Signature		57

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL INDEMNITY LIMITED

Consolidated Balance Sheets

(In thousands, except share amounts)


	(Unaudited) June 30, 2017			December 31, 2016
ASSETS
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,336,457 and $1,241,339)	$	1,338,974		$	1,240,031
Equity securities:
Available for sale, at fair value (cost: $124,424 and $119,515)		130,516			120,557
Other invested assets		72,298			66,121

Total investments		1,541,788			1,426,709
Cash and cash equivalents		96,464			75,110
Premiums receivable, net		86,235			92,094
Reinsurance receivables, net		107,452			143,774
Funds held by ceding insurers		38,267			13,114
Deferred federal income taxes		43,995			40,957
Deferred acquisition costs		61,748			57,901
Intangible assets		22,814			23,079
Goodwill		6,521			6,521
Prepaid reinsurance premiums		32,048			42,583
Other assets		67,022			51,104

Total assets	$	2,104,354		$	1,972,946

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses	$	615,763		$	651,042
Unearned premiums		291,549			286,984
Federal income taxes payable		299			219
Ceded balances payable		14,795			14,675
Payable for securities purchased		6,325			3,717
Contingent commissions		4,663			9,454
Debt		296,238			163,143
Other liabilities		47,048			45,761

Total liabilities	$	1,276,680		$	1,174,995

Commitments and contingencies (Note 10)		—			—
Shareholders’ equity:
Ordinary shares, $0.0001 par value, 900,000,000 ordinary shares authorized; A ordinary shares issued: 13,456,489 and 13,436,548 respectively; A ordinary shares outstanding: 13,426,938 and 13,436,548, respectively; B ordinary shares issued and outstanding: 4,133,366 and 4,133,366, respectively		2			2
Additional paid-in capital		432,190			430,283
Accumulated other comprehensive income, net of taxes		5,986			(618	)
Retained earnings		390,655			368,284
A ordinary shares in treasury, at cost: 29,551 and 0 shares, respectively		(1,159	)		—

Total shareholders’ equity		827,674			797,951

Total liabilities and shareholders’ equity	$	2,104,354		$	1,972,946

See accompanying notes to consolidated financial statements.

GLOBAL INDEMNITY LIMITED

Consolidated Statements of Operations

(In thousands, except shares and per share data)


	(Unaudited) Quarters Ended June 30,						(Unaudited) Six Months Ended June 30,
	2017			2016			2017			2016
Revenues:
Gross premiums written	$	143,894		$	154,319		$	267,645		$	295,685

Net premiums written	$	123,797		$	125,310		$	235,303		$	242,182

Net premiums earned	$	107,073		$	117,804		$	220,199		$	239,440
Net investment income		8,840			6,562			17,484			16,308
Net realized investment gains (losses):
Other than temporary impairment losses on investments		(578	)		(1,217	)		(688	)		(2,267	)
Other net realized investment gains (losses)		(84	)		(2,275	)		801			(8,718	)

Total net realized investment gains (losses)		(662	)		(3,492	)		113			(10,985	)
Other income		1,782			795			3,150			1,751

Total revenues		117,033			121,669			240,946			246,514
Losses and Expenses:
Net losses and loss adjustment expenses		57,700			78,111			120,261			142,895
Acquisition costs and other underwriting expenses		43,457			48,542			90,008			100,632
Corporate and other operating expenses		3,361			4,255			6,415			8,058
Interest expense		4,762			2,229			7,229			4,444

Income (loss) before income taxes		7,753			(11,468	)		17,033			(9,515	)
Income tax benefit		(2,336	)		(6,303	)		(5,338	)		(11,475	)

Net income (loss)	$	10,089		$	(5,165	)	$	22,371		$	1,960

Per share data:
Net income (loss) (1)
Basic	$	0.58		$	(0.30	)	$	1.29		$	0.11

Diluted	$	0.57		$	(0.30	)	$	1.27		$	0.11

Weighted-average number of shares outstanding
Basic		17,335,914			17,244,075			17,326,019			17,234,063

Diluted		17,690,879			17,244,075			17,670,636			17,484,980

(1)

For the quarter ended June 30, 2016, “diluted” loss per share is the same as “basic” loss per share since there was a net loss for the period.

See accompanying notes to consolidated financial statements.

GLOBAL INDEMNITY LIMITED

Consolidated Statements of Comprehensive Income

(In thousands)


	(Unaudited) Quarters Ended June 30,						(Unaudited) Six Months Ended June 30,
	2017			2016			2017			2016
Net income (loss)	$	10,089		$	(5,165	)	$	22,371		$	1,960

Other comprehensive income, net of tax:
Unrealized holding gains		2,155			9,875			7,333			20,005
Portion of other-than-temporary impairment losses recognized in other comprehensive income		(1	)		—			(1	)		(1	)
Reclassification adjustment for gains included in net income (loss)		(823	)		(723	)		(1,229	)		(1,693	)
Unrealized foreign currency translation gains (losses)		323			(312	)		501			(313	)


Other comprehensive income, net of tax		1,654			8,840			6,604			17,998

Comprehensive income, net of tax	$	11,743		$	3,675		$	28,975		$	19,958

See accompanying notes to consolidated financial statements.

GLOBAL INDEMNITY LIMITED

Consolidated Statements of Changes in Shareholders’ Equity

(In thousands, except share amounts)


	(Unaudited) Six Months Ended June 30, 2017			Year Ended December 31, 2016
Number of A ordinary shares issued:
Number at beginning of period		13,436,548			16,424,546
Ordinary shares issued under share incentive plans		6,473			115,711
Ordinary shares issued to directors		13,468			35,185
Reduction in treasury shares due to redomestication		—			(3,138,894	)

Number at end of period		13,456,489			13,436,548

Number of B ordinary shares issued:
Number at beginning and end of period		4,133,366			4,133,366

Par value of A ordinary shares:
Balance at beginning of period	$	1		$	2
Reduction in treasury shares due to redomestication		—			(1	)

Balance at end of period	$	1		$	1

Par value of B ordinary shares:
Balance at beginning and end of period	$	1		$	1

Additional paid-in capital:
Balance at beginning of period	$	430,283		$	529,872
Reduction in treasury shares due to redomestication		—			(103,248	)
Share compensation plans		1,907			3,532
Tax benefit on share-based compensation expense		—			127

Balance at end of period	$	432,190		$	430,283

Accumulated other comprehensive income, net of deferred income tax:
Balance at beginning of period	$	(618	)	$	4,078
Other comprehensive income (loss):
Change in unrealized holding gains (losses)		6,104			(4,751	)
Change in other than temporary impairment losses recognized in other comprehensive income		(1	)		(3	)
Unrealized foreign currency translation gains		501			58

Other comprehensive income (loss)		6,604			(4,696	)

Balance at end of period	$	5,986		$	(618	)

Retained earnings:
Balance at beginning of period	$	368,284		$	318,416
Net income		22,371			49,868

Balance at end of period	$	390,655		$	368,284

Number of treasury shares:
Number at beginning of period		—			3,110,795
A ordinary shares purchased		29,551			28,099
Reduction in treasury shares due to redomestication		—			(3,138,894	)

Number at end of period		29,551			—

Treasury shares, at cost:
Balance at beginning of period	$	—		$	(102,443	)
A ordinary shares purchased, at cost		(1,159	)		(805	)
Reduction in treasury shares due to redomestication		—			103,248

Balance at end of period	$	(1,159	)		—

Total shareholders’ equity	$	827,674		$	797,951

See accompanying notes to consolidated financial statements.

GLOBAL INDEMNITY LIMITED

Consolidated Statements of Cash Flows

(In thousands)


	(Unaudited) Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income	$	22,371		$	1,960
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Amortization and depreciation		3,142			3,229
Amortization of debt issuance costs		99			61
Restricted stock and stock option expense		1,907			1,543
Deferred federal income taxes		(5,521	)		(11,680	)
Amortization of bond premium and discount, net		4,258			5,080
Net realized investment gains (losses)		(113	)		10,985
Equity in the earnings of equity method limited liability investments		(1,768	)		(2,747	)
Changes in:
Premiums receivable, net		5,859			(1,030	)
Reinsurance receivables, net		36,322			229
Funds held by ceding insurers		(24,938	)		(3,890	)
Unpaid losses and loss adjustment expenses		(35,279	)		3,803
Unearned premiums		4,565			8,141
Ceded balances payable		120			7,797
Other assets and liabilities, net		(18,175	)		(12,948	)
Contingent commissions		(4,791	)		(1,571	)
Federal income tax receivable/payable		80			(12	)
Deferred acquisition costs, net		(3,847	)		466
Prepaid reinsurance premiums		10,535			(5,400	)

Net cash provided by (used for) operating activities		(5,174	)		4,016

Cash flows from investing activities:
Proceeds from sale of fixed maturities		631,653			200,045
Proceeds from sale of equity securities		13,740			20,967
Proceeds from maturity of fixed maturities		53,478			46,741
Proceeds from limited partnerships		12,090			2,000
Amounts paid in connection with derivatives		(983	)		(12,324	)
Purchases of fixed maturities		(781,270	)		(236,031	)
Purchases of equity securities		(17,517	)		(20,783	)
Purchases of other invested assets		(16,500	)		(2,459	)

Net cash used for investing activities		(105,309	)		(1,844	)

Cash flows from financing activities:
Net borrowings under margin borrowing facility		7,242			2,130
Proceeds from issuance of subordinated notes		130,000			—
Debt issuance cost		(4,246	)		(14	)
Tax benefit on share-based compensation expense		—			127
Purchase of A ordinary shares		(1,159	)		(805	)

Net cash provided by financing activities		131,837			1,438

Net change in cash and cash equivalents		21,354			3,610
Cash and cash equivalents at beginning of period		75,110			67,037

Cash and cash equivalents at end of period	$	96,464		$	70,647

See accompanying notes to consolidated financial statements.

GLOBAL INDEMNITY LIMITED

1.	Principles of Consolidation and Basis of Presentation

Global Indemnity Limited (“Global Indemnity” or “the Company”), incorporated on February 9, 2016, is domiciled in the Cayman Islands. On November 7, 2016, Global Indemnity replaced Global Indemnity plc as the ultimate parent company as a result of a redomestication transaction. The Company’s A ordinary shares are publicly traded on the NASDAQ Global Select Market under the ticker symbol GBLI. Please see Note 2 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2016 Annual Report on Form 10-K for more information on the Company’s redomestication.

The Company manages its business through three business segments: Commercial Lines, Personal Lines, and Reinsurance Operations. The Company’s Commercial Lines, managed in Bala Cynwyd, Pennsylvania, offers specialty property and casualty insurance products in the excess and surplus lines marketplace. The Company manages its Commercial Lines by differentiating them into three product classifications: Penn-America, which markets property and general liability products to small commercial businesses through a select network of wholesale general agents with specific binding authority; United National, which markets insurance products for targeted insured segments, including specialty products, such as property, general liability, and professional lines through program administrators with specific binding authority; and Diamond State, which markets property, casualty, and professional lines products, which are developed by the Company’s underwriting department by individuals with expertise in those lines of business, through wholesale brokers and also markets through program administrators having specific binding authority. These product classifications comprise the Company’s Commercial Lines business segment and are not considered individual business segments because each product has similar economic characteristics, distribution, and coverage. The Company’s Personal Lines segment offers specialty personal lines and agricultural coverage through general and specialty agents with specific binding authority on an admitted basis and is managed in Scottsdale, Arizona. Collectively, the Company’s U.S. insurance subsidiaries are licensed in all 50 states and the District of Columbia. The Commercial Lines and Personal Lines segments comprise the Company’s U.S. Insurance Operations (‘Insurance Operations”).The Company’s Reinsurance Operations consist solely of the operations of its Bermuda-based wholly-owned subsidiary, Global Indemnity Reinsurance Company, Ltd. (“Global Indemnity Reinsurance”). Global Indemnity Reinsurance is a treaty reinsurer of specialty property and casualty insurance and reinsurance companies. The Company’s Reinsurance Operations segment provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies.

During the 1^st quarter of 2017, the Company re-evaluated its Commercial Lines and Personal Lines segments and determined that certain portions of business will be managed, operated and reported by including them in the other segment. As a result, the composition of the Company’s reportable segments changed slightly. Premium that is written through a wholly owned agency that mainly sells to individuals, which was previously included as part of the Commercial Lines segment, is now included within the Personal Lines segment. In addition, one of the small commercial programs written by American Reliable Insurance Company (“American Reliable”), which was previously included within the Personal Lines segment, is now aggregated within the Commercial Lines segment. Accordingly, the segment results for the quarter and six months ended June 30, 2016 have been revised to reflect these changes. See Note 13 for additional information regarding segments.

The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters and six months ended June 30, 2017 and 2016 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2016 Annual Report on Form 10-K.

The consolidated financial statements include the accounts of Global Indemnity and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

GLOBAL INDEMNITY LIMITED

2.	Investments

The amortized cost and estimated fair value of investments were as follows as of June 30, 2017 and December 31, 2016:


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Other than temporary impairments recognized in AOCI (1)
As of June 30, 2017
Fixed maturities:
U.S. treasury and agency obligations	$	130,148	$	717	$	(465	)	$	130,400	$	—
Obligations of states and political subdivisions		122,639		990		(379	)		123,250		—
Mortgage-backed securities		81,474		749		(245	)		81,978		—
Asset-backed securities		201,919		695		(91	)		202,523		(2	)
Commercial mortgage-backed securities		154,898		97		(926	)		154,069		—
Corporate bonds		505,364		2,665		(1,634	)		506,395		—
Foreign corporate bonds		140,015		564		(220	)		140,359		—

Total fixed maturities		1,336,457		6,477		(3,960	)		1,338,974		(2	)
Common stock		124,424		12,034		(5,942	)		130,516		—
Other invested assets		72,298		—		—			72,298		—

Total	$	1,533,179	$	18,511	$	(9,902	)	$	1,541,788	$	(2	)

(1)	Represents the total amount of other than temporary impairment losses relating to factors other than credit losses recognized in accumulated other comprehensive income (“AOCI”).


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Other than temporary impairments recognized in AOCI (1)
As of December 31, 2016
Fixed maturities:
U.S. treasury and agency obligations	$	71,517	$	763	$	(233	)	$	72,047	$	—
Obligations of states and political subdivisions		155,402		1,423		(379	)		156,446		—
Mortgage-backed securities		88,131		895		(558	)		88,468		—
Asset-backed securities		233,890		684		(583	)		233,991		(4	)
Commercial mortgage-backed securities		184,821		118		(1,747	)		183,192		—
Corporate bonds		381,209		1,666		(2,848	)		380,027		—
Foreign corporate bonds		126,369		164		(673	)		125,860		—

Total fixed maturities		1,241,339		5,713		(7,021	)		1,240,031		(4	)
Common stock		119,515		3,445		(2,403	)		120,557		—
Other invested assets		66,121		—		—			66,121		—

Total	$	1,426,975	$	9,158	$	(9,424	)	$	1,426,709	$	(4	)

(1)	Represents the total amount of other than temporary impairment losses relating to factors other than credit losses recognized in accumulated other comprehensive income (“AOCI”).

Excluding U.S. treasuries and agency bonds, the Company did not hold any debt or equity investments in a single issuer that was in excess of 4% and 5% of shareholders’ equity at June 30, 2017 and December 31, 2016, respectively.

GLOBAL INDEMNITY LIMITED

The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at June 30, 2017, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


Dollars in thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	98,719	$	98,748
Due in one year through five years		494,813		495,870
Due in five years through ten years		298,135		299,213
Due in ten years through fifteen years		592		596
Due after fifteen years		5,907		5,977
Mortgage-backed securities		81,474		81,978
Asset-backed securities		201,919		202,523
Commercial mortgage-backed securities		154,898		154,069

Total	$	1,336,457	$	1,338,974

The following table contains an analysis of the Company’s securities with gross unrealized losses, categorized by the period that the securities were in a continuous loss position as of June 30, 2017:


	Less than 12 months					12 months or longer (1)					Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Fixed maturities:
U.S. treasury and agency obligations	$	84,240	$	(465	)	$	—	$	—		$	84,240	$	(465	)
Obligations of states and political subdivisions		46,924		(359	)		2,352		(20	)		49,276		(379	)
Mortgage-backed securities		46,266		(239	)		289		(6	)		46,555		(245	)
Asset-backed securities		34,730		(85	)		1,252		(6	)		35,982		(91	)
Commercial mortgage-backed securities		115,632		(742	)		12,102		(184	)		127,734		(926	)
Corporate bonds		208,846		(1,554	)		5,755		(80	)		214,601		(1,634	)
Foreign corporate bonds		45,432		(220	)		—		—			45,432		(220	)

Total fixed maturities		582,070		(3,664	)		21,750		(296	)		603,820		(3,960	)
Common stock		43,117		(5,942	)		—		—			43,117		(5,942	)

Total	$	625,187	$	(9,606	)	$	21,750	$	(296	)	$	646,937	$	(9,902	)

(1)

Fixed maturities in a gross unrealized loss position for twelve months or longer are primarily comprised of non-credit losses on investment grade securities where management does not intend to sell, and it is more likely than not that the Company will not be forced to sell the security before recovery. The Company has analyzed these securities and has determined that they are not other than temporarily impaired.


	Less than 12 months					12 months or longer (1)					Total
(Dollars in thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Fixed maturities:
U.S. treasury and agency obligations	$	39,570	$	(233	)	$	—	$	—		$	39,570	$	(233	)
Obligations of states and political subdivisions		46,861		(369	)		670		(10	)		47,531		(379	)
Mortgage-backed securities		52,780		(541	)		298		(17	)		53,078		(558	)
Asset-backed securities		62,737		(493	)		23,937		(90	)		86,674		(583	)
Commercial mortgage-backed securities		94,366		(1,090	)		69,747		(657	)		164,113		(1,747	)
Corporate bonds		171,621		(2,731	)		9,218		(117	)		180,839		(2,848	)
Foreign corporate bonds		76,036		(673	)		—		—			76,036		(673	)

Total fixed maturities		543,971		(6,130	)		103,870		(891	)		647,841		(7,021	)
Common stock		57,439		(2,403	)		—		—			57,439		(2,403	)

Total	$	601,410	$	(8,533	)	$	103,870	$	(891	)	$	705,280	$	(9,424	)

(1)

GLOBAL INDEMNITY LIMITED

The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each fixed maturity security in an unrealized loss position to assess whether the security has a credit loss. Specifically, the Company considers credit rating, market price, and issuer specific financial information, among other factors, to assess the likelihood of collection of all principal and interest as contractually due. Securities for which the Company determines that a credit loss is likely are subjected to further analysis through discounted cash flow testing to estimate the credit loss to be recognized in earnings, if any. The specific methodologies and significant assumptions used by asset class are discussed below. Upon identification of such securities and periodically thereafter, a detailed review is performed to determine whether the decline is considered other than temporary. This review includes an analysis of several factors, including but not limited to, the credit ratings and cash flows of the securities and the magnitude and length of time that the fair value of such securities is below cost.

For fixed maturities, the factors considered in reaching the conclusion that a decline below cost is other than temporary include, among others, whether:

(1)

the issuer is in financial distress;

(2)

the investment is secured;

(3)

a significant credit rating action occurred;

(4)

scheduled interest payments were delayed or missed;

(5)

changes in laws or regulations have affected an issuer or industry;

(6)

the investment has an unrealized loss and was identified by the Company’s investment manager as an investment to be sold before recovery or maturity; and

(7)

the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized.

According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met the Company must recognize an other than temporary impairment with the entire unrealized loss being recorded through earnings. For debt securities in an unrealized loss position not meeting these conditions, the Company assesses whether the impairment of a security is other than temporary. If the impairment is deemed to be other than temporary, the Company must separate the other than temporary impairment into two components: the amount representing the credit loss and the amount related to all other factors, such as changes in interest rates. The credit loss represents the portion of the amortized book value in excess of the net present value of the projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. The credit loss component of the other than temporary impairment is recorded through earnings, whereas the amount relating to factors other than credit losses is recorded in other comprehensive income, net of taxes.

For equity securities, management carefully reviews all securities with unrealized losses to determine if a security should be impaired and further focuses on securities that have either:

(1)

persisted with unrealized losses for more than twelve consecutive months or

(2)

the value of the investment has been 20% or more below cost for six continuous months or more.

The amount of any write-down, including those that are deemed to be other than temporary, is included in earnings as a realized loss in the period in which the impairment arose.

The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:

U.S. treasury and agency obligations – As of June 30, 2017, gross unrealized losses related to U.S. treasury and agency obligations were $0.465 million. All unrealized losses have been in an unrealized loss position for less than twelve months. Macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection.

Obligations of states and political subdivisions – As of June 30, 2017, gross unrealized losses related to obligations of states and political subdivisions were $0.379 million. Of this amount, $0.020 million have been in an unrealized loss position for twelve months or greater and are rated investment grade. All factors that influence performance of the municipal bond market are considered in evaluating these securities. The aforementioned factors include investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies.

GLOBAL INDEMNITY LIMITED

Mortgage-backed securities (“MBS”)—As of June 30, 2017, gross unrealized losses related to mortgage-backed securities were $0.245 million. Of this amount, $0.006 million have been in an unrealized loss position for twelve months or greater. 94.7% of the unrealized losses for twelve months or greater are related to securities rated AA+. Mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and accurate projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current LTV, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios.

Asset-backed securities (“ABS”)—As of June 30, 2017, gross unrealized losses related to asset backed securities were $0.091 million. Of this amount, $0.006 million have been in an unrealized loss position for twelve months or greater and are rated A or better. The weighted average credit enhancement for the Company’s asset backed portfolio is 20.7. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. Every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest.

Commercial mortgage-backed securities (“CMBS”)—As of June 30, 2017, gross unrealized losses related to the CMBS portfolio were $0.926 million. Of this amount, $0.184 million have been in an unrealized loss position for twelve months or greater and are rated AA+ or better. The weighted average credit enhancement for the Company’s CMBS portfolio is 28.0. This represents the percentage of pool losses that can occur before a mortgage-backed security will incur its first dollar of principal loss. For the Company’s CMBS portfolio, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off at balloon. The resulting output is the expected loss adjusted cash flows for each bond under the base case and distressed scenarios.

Corporate bonds—As of June 30, 2017, gross unrealized losses related to corporate bonds were $1.634 million. Of this amount, $0.080 million have been in an unrealized loss position for twelve months or greater and are rated A. The analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default.

Foreign bonds—As of June 30, 2017, gross unrealized losses related to foreign bonds were $0.220 million. All unrealized losses have been in an unrealized loss position for less than twelve months. For this asset class, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default.

GLOBAL INDEMNITY LIMITED

Common stock—As of June 30, 2017, gross unrealized losses related to common stock were $5.942 million. All unrealized losses have been in an unrealized loss position for less than twelve months. To determine if an other than temporary impairment of an equity security has occurred, the Company considers, among other things, the severity and duration of the decline in fair value of the equity security. The Company also examines other factors to determine if the equity security could recover its value in a reasonable period of time.

The Company recorded the following other than temporary impairments (“OTTI”) on its investment portfolio for the quarters and six months ended June 30, 2017 and 2016:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Fixed maturities:
OTTI losses, gross	$	—		$	(36	)	$	(31	)	$	(93	)
Portion of loss recognized in other comprehensive income (pre-tax)		—			—			—			—

Net impairment losses on fixed maturities recognized in earnings		—			(36	)		(31	)		(93	)
Equity securities		(578	)		(1,181	)		(657	)		(2,174	)

Total	$	(578	)	$	(1,217	)	$	(688	)	$	(2,267	)

The following table is an analysis of the credit losses recognized in earnings on fixed maturities held by the Company for the quarters and six months ended June 30, 2017 and 2016 for which a portion of the OTTI loss was recognized in other comprehensive income.


	Quarters Ended June 30,					Six Months Ended June 30,
(Dollars in thousands)	2017			2016		2017			2016
Balance at beginning of period	$	31		$	31	$	31		$	31
Additions where no OTTI was previously recorded		—			—		—			—
Additions where an OTTI was previously recorded		—			—		—			—
Reductions for securities for which the company intends to sell or more likely than not will be required to sell before recovery		—			—		—			—
Reductions reflecting increases in expected cash flows to be collected		—			—		—			—
Reductions for securities sold during the period		(15	)		—		(15	)		—

Balance at end of period	$	16		$	31	$	16		$	31

Accumulated Other Comprehensive Income, Net of Tax

Accumulated other comprehensive income, net of tax, as of June 30, 2017 and December 31, 2016 was as follows:


(Dollars in thousands)	June 30, 2017			December 31, 2016
Net unrealized gains (losses)from:
Fixed maturities	$	2,517		$	(1,308	)
Common stock		6,092			1,042
Foreign currency fluctuations		215			—
Deferred taxes		(2,838	)		(352	)

Accumulated other comprehensive income, net of tax	$	5,986		$	(618	)

GLOBAL INDEMNITY LIMITED

The following tables present the changes in accumulated other comprehensive income, net of tax, by component for the quarters and six months ended June 30, 2017 and 2016:


Quarter Ended June 30, 2017 (Dollars in thousands)	Unrealized Gains and Losses on Available for Sale Securities, Net of Tax			Foreign Currency Items, Net of Tax			Accumulated Other Comprehensive Income, Net of Tax
Beginning balance	$	4,218		$	114		$	4,332
Other comprehensive income (loss) before reclassification		2,154			323			2,477
Amounts reclassified from accumulated other comprehensive income (loss)		(823	)		—			(823	)

Other comprehensive income (loss)		1,331			323			1,654

Ending balance	$	5,549		$	437		$	5,986


Quarter Ended June 30, 2016 (Dollars in thousands)	Unrealized Gains and Losses on Available for Sale Securities, Net of Tax			Foreign Currency Items, Net of Tax			Accumulated Other Comprehensive Income, Net of Tax
Beginning balance	$	13,359		$	(123	)	$	13,236
Other comprehensive income (loss) before reclassification		9,873			(310	)		9,563
Amounts reclassified from accumulated other comprehensive income (loss)		(721	)		(2	)		(723	)

Other comprehensive income (loss)		9,152			(312	)		8,840

Ending balance	$	22,511		$	(435	)	$	22,076


Six Months Ended June 30, 2017 (Dollars in thousands)	Unrealized Gains and Losses on Available for Sale Securities, Net of Tax			Foreign Currency Items, Net of Tax			Accumulated Other Comprehensive Income, Net of Tax
Beginning balance	$	(554	)	$	(64	)	$	(618	)
Other comprehensive income (loss) before Reclassification		7,325			508			7,833
Amounts reclassified from accumulated other comprehensive income (loss)		(1,222	)		(7	)		(1,229	)

Other comprehensive income (loss)		6,103			501			6,604

Ending balance	$	5,549		$	437		$	5,986

GLOBAL INDEMNITY LIMITED


Six Months Ended June 30, 2016 (Dollars in thousands)	Unrealized Gains and Losses on Available for Sale Securities, Net of Tax			Foreign Currency Items, Net of Tax			Accumulated Other Comprehensive Income, Net of Tax
Beginning balance	$	4,200		$	(122	)	$	4,078
Other comprehensive income (loss) before reclassification		20,002			(311	)		19,691
Amounts reclassified from accumulated other comprehensive		(1,691	)		(2	)		(1,693	)

Other comprehensive income (loss)		18,311			(313	)		17,998

Ending balance	$	22,511		$	(435	)	$	22,076

The reclassifications out of accumulated other comprehensive income for the quarters and six months ended June 30, 2017 and 2016 were as follows:


(Dollars in thousands) Details about Accumulated Other	Affected Line Item in the Consolidated Statements of Operations	Amounts Reclassified from Accumulated Other Comprehensive Income Quarters Ended June 30,
Comprehensive Income Components		2017			2016
Unrealized gains and losses on available for sale securities	Other net realized investment (gains)	$	(1,739	)	$	(2,295	)
	Other than temporary impairment losses on investments		578			1,217

	Total before tax		(1,161	)		(1,078	)
	Income tax expense		338			357

	Unrealized gains and losses on available for sale securities, net of tax	$	(823	)	$	(721	)

Foreign currency items	Other net realized investment (gains)	$	—		$	(4	)
	Income tax expense		—			2

	Foreign currency items, net of tax	$	—		$	(2	)

Total reclassifications	Total reclassifications, net of tax	$	(823	)	$	(723	)

GLOBAL INDEMNITY LIMITED


(Dollars in thousands)	Affected Line Item in the	Amounts Reclassified from Accumulated Other Comprehensive Income
Details about Accumulated Other	Consolidated Statements of	Six Months Ended June 30,
Comprehensive Income Components	Operations	2017			2016
Unrealized gains and losses on available for sale securities	Other net realized investment (gains)	$	(2,440	)	$	(4,830	)
	Other than temporary impairment losses on investments		688			2,267

	Total before tax		(1,752	)		(2,563	)
	Income tax expense		530			872

	Unrealized gains and losses on available for sale securities, net of tax	$	(1,222	)	$	(1,691	)

Foreign currency items	Other net realized investment (gains)	$	(11	)	$	(4	)
	Income tax expense		4			2

	Foreign currency items, net of tax	$	(7	)	$	(2	)

Total reclassifications	Total reclassifications, net of tax	$	(1,229	)	$	(1,693	)

Net Realized Investment Gains (Losses)

The components of net realized investment gains (losses) for the quarters and six months ended June 30, 2017 and 2016 were as follows:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Fixed maturities:
Gross realized gains	$	2,500		$	637		$	2,689		$	818
Gross realized losses		(1,976	)		(71	)		(2,059	)		(144	)

Net realized gains		524			566			630			674

Common stock:
Gross realized gains		1,219			2,158			1,794			4,723
Gross realized losses		(582	)		(1,642	)		(661	)		(2,830	)

Net realized gains		637			516			1,133			1,893

Derivatives:
Gross realized gains		—			—			336			—
Gross realized losses		(1,823	)		(4,574	)		(1,986	)		(13,552	)

Net realized (losses) (1)		(1,823	)		(4,574	)		(1,650	)		(13,552	)

Total net realized investment gains (losses)	$	(662	)	$	(3,492	)	$	113		$	(10,985	)

(1)	Includes periodic net interest settlements related to the derivatives of $0.9 million and $1.2 million for the quarters ended June 30, 2017 and 2016, respectively, and $2.0 million and $2.5 million for the six months ended June 30, 2017 and 2016, respectively.

GLOBAL INDEMNITY LIMITED

The proceeds from sales and redemptions of available-for-sale securities resulting in net realized investment gains (losses) for the six months ended June 30, 2017 and 2016 were as follows:


	Six Months Ended June 30,
(Dollars in thousands)	2017		2016
Fixed maturities	$	631,653	$	200,045
Equity securities		13,740		20,967

Net Investment Income

The sources of net investment income for the quarters and six months ended June 30, 2017 and 2016 were as follows:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Fixed maturities	$	8,334		$	7,374		$	15,012		$	14,598
Equity securities		844			760			1,834			1,949
Cash and cash equivalents		311			37			395			67
Other invested assets		76			863			1,768			2,897

Total investment income		9,565			9,034			19,009			19,511
Investment expense		(725	)		(2,472	)		(1,525	)		(3,203	)

Net investment income	$	8,840		$	6,562		$	17,484		$	16,308

(1)	Investment expense for both the quarter and six months ended June 30, 2016 includes $1.5 million in upfront fees necessary to enter into a new investment. See Note 9 for additional information on the Company’s $40 million commitment related to this investment.

The Company’s total investment return on a pre-tax basis for the quarters and six months ended June 30, 2017 and 2016 were as follows:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Net investment income	$	8,840		$	6,562		$	17,484		$	16,308

Net realized investment gains (losses)		(662	)		(3,492	)		113			(10,985	)
Change in unrealized holding gains and losses		2,073			11,529			9,090			23,337

Net realized and unrealized investment returns		1,411			8,037			9,203			12,352

Total investment return	$	10,251		$	14,599		$	26,687		$	28,660

Total investment return % (1)		0.6	%		1.0	%		1.7	%		1.9	%

Average investment portfolio (2)	$	1,626,877		$	1,519,556		$	1,565,015		$	1,524,617

(1)	Not annualized.

(2)	Average of total cash and invested assets, net of receivable/payable for securities purchased and sold, as of the beginning and end of the period.

Insurance Enhanced Asset Backed and Credit Securities

As of June 30, 2017, the Company held insurance enhanced asset backed and credit securities with a market value of approximately $27.9 million. Approximately $4.6 million of these securities were tax free municipal bonds, which represented approximately 0.3% of the Company’s total cash and invested assets, net of payable/receivable for securities purchased and sold. These securities had an average rating of “AA-.” Approximately $1.5 million of these bonds are pre-refunded with U.S. treasury securities. None of the remaining $3.1 million of tax free insurance enhanced municipal bonds, would have carried a lower credit rating had they not been insured.

GLOBAL INDEMNITY LIMITED

A summary of the Company’s insurance enhanced municipal bonds that are backed by financial guarantors, including the pre-refunded bonds that are escrowed in U.S. government obligations, as of June 30, 2017, is as follows:


(Dollars in thousands) Financial Guarantor	Total		Pre-refunded Securities		Government Guaranteed Securities		Exposure Net of Pre-refunded & Government Guaranteed Securities
Ambac Financial Group	$	1,035	$	—	$	—	$	1,035
Municipal Bond Insurance Association		1,565		—		—		1,565
Gov’t National Housing Association		439		—		439		—

Total backed by financial guarantors		3,039		—		439		2,600
Other credit enhanced municipal bonds		1,524		1,524		—		—

Total	$	4,563	$	1,524	$	439	$	2,600

In addition to the tax-free municipal bonds, the Company held $23.3 million of insurance enhanced bonds, which represented approximately 1.4% of the Company’s total invested assets, net of receivable/payable for securities purchased and sold. The insurance enhanced bonds are comprised of $23.2 million of taxable municipal bonds and $0.1 million of asset-backed securities. The financial guarantors of the Company’s $23.3 million of insurance enhanced asset-backed and taxable municipal securities include Municipal Bond Insurance Association ($7.0 million) and Assured Guaranty Corporation ($16.3 million).

The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at June 30, 2017.

Bonds Held on Deposit

Certain cash balances, cash equivalents, equity securities and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral pursuant to borrowing arrangements, or were held in trust pursuant to intercompany reinsurance agreements. The fair values were as follows as of June 30, 2017 and December 31, 2016:


	Estimated Fair Value
(Dollars in thousands)	June 30, 2017		December 31, 2016
On deposit with governmental authorities	$	28,756	$	29,079
Intercompany trusts held for the benefit of U.S. policyholders		333,086		351,002
Held in trust pursuant to third party requirements		79,389		88,178
Letter of credit held for third party requirements		4,090		4,871
Securities held as collateral for borrowing arrangements (1)		90,922		85,939

Total	$	536,243	$	559,069

(1)

Amount required to collateralize margin borrowing facility.

Variable Interest Entities

A Variable Interest Entity (VIE) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.

The Company has variable interests in three VIE’s for which it is not the primary beneficiary. These investments are accounted for under the equity method of accounting as their ownership interest exceeds 3% of their respective investments. The fair value of one of the Company’s VIE’s, which invests in distressed securities and assets, was $29.2 million and $32.9 million as of June 30, 2017 and December 31, 2016, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $44.9 million at June 30, 2017 and $48.6 million at

GLOBAL INDEMNITY LIMITED

December 31, 2016. The fair value of a second VIE that provides financing for middle market companies, was $26.6 million at June 30, 2017 and $33.2 million at December 31, 2016. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $38.3 million at June 30, 2017 and $42.3 million at December 31, 2016. During the 2^nd quarter of 2017 the Company invested in a new limited partnership that also invests in distressed securities and assets and is considered a VIE. The Company’s investment in this partnership has a fair value of $16.5 million as of June 30, 2017. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments, was $50.0 million at June 30, 2017. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheet with changes in fair value recorded in the consolidated statements of operations.

3.	Derivative Instruments

Interest rate swaps are used by the Company primarily to reduce risks from changes in interest rates. Under the terms of the interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount.

The Company accounts for the interest rate swaps as non-hedge instruments and recognizes the fair value of the interest rate swaps in other assets or other liabilities on the consolidated balance sheets with the changes in fair value recognized as net realized investment gains (losses) in the consolidated statements of operations. The Company is ultimately responsible for the valuation of the interest rate swaps. To aid in determining the estimated fair value of the interest rate swaps, the Company relies on the forward interest rate curve and information obtained from a third party financial institution.

The following table summarizes information on the location and the gross amount of the derivatives’ fair value on the consolidated balance sheets as of June 30, 2017 and December 31, 2016:


(Dollars in thousands)			June 30, 2017					December 31, 2016
Derivatives Not Designated as Hedging Instruments under ASC 815	Balance Sheet Location		Notional Amount		Fair Value			Notional Amount		Fair Value
Interest rate swap agreements		Other liabilities	$	200,000	$	(11,188	)	$	200,000	$	(11,524	)

The following table summarizes the net gain (loss) included in the consolidated statements of operations for changes in the fair value of the derivatives and the periodic net interest settlements under the derivatives for the quarters and six months ended June 30, 2017 and 2016:


	Consolidated Statement of	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	Operations Line	2017			2016			2017			2016
Interest rate swap agreements	Net realized investment gains (losses)	$	(1,823	)	$	(4,574	)	$	(1,650	)	$	(13,552	)

As of June 30, 2017 and December 31, 2016, the Company is due $3.5 million and $5.3 million, respectively, for funds it needed to post to execute the swap transaction and $13.3 million and $12.6 million, respectively, for margin calls made in connection with the interest rate swaps. These amounts are included in other assets on the consolidated balance sheets.

4.	Fair Value Measurements

The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.

GLOBAL INDEMNITY LIMITED

The Company’s invested assets and derivative instruments are carried at their fair value and are categorized based upon a fair value hierarchy:

•

Level 1—inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date.

•

Level 2—inputs utilize other than quoted prices included in Level 1 that are observable for similar assets, either directly or indirectly.

•

Level 3—inputs are unobservable for the asset, and include situations where there is little, if any, market activity for the asset.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.

The following table presents information about the Company’s invested assets and derivative instruments measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.


As of June 30, 2017	Fair Value Measurements
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities:
U.S. treasury and agency obligations	$	130,400	$	—	$	—	$	130,400
Obligations of states and political subdivisions		—		123,250		—		123,250
Mortgage-backed securities		—		81,978		—		81,978
Commercial mortgage-backed securities		—		154,069		—		154,069
Asset-backed securities		—		202,523		—		202,523
Corporate bonds		—		506,395		—		506,395
Foreign corporate bonds		—		140,359		—		140,359

Total fixed maturities		130,400		1,208,574		—		1,338,974
Common stock		130,516		—		—		130,516

Total assets measured at fair value (1)	$	260,916	$	1,208,574	$	—	$	1,469,490

Liabilities:
Derivative instruments	$	—	$	11,188	$	—	$	11,188

Total liabilities measured at fair value	$	—	$	11,188	$	—	$	11,188

(1)	Excluded from the table above are limited partnerships of $72.3 million at June 30, 2017 whose fair value is based on net asset value as a practical expedient.

GLOBAL INDEMNITY LIMITED


As of December 31, 2016	Fair Value Measurements
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities:
U.S. treasury and agency obligations	$	72,047	$	—	$	—	$	72,047
Obligations of states and political subdivisions		—		156,446		—		156,446
Mortgage-backed securities		—		88,468		—		88,468
Commercial mortgage-backed securities		—		183,192		—		183,192
Asset-backed securities		—		233,991		—		233,991
Corporate bonds		—		380,027		—		380,027
Foreign corporate bonds		—		125,860		—		125,860

Total fixed maturities		72,047		1,167,984		—		1,240,031
Common stock		120,557		—		—		120,557

Total assets measured at fair value (1)	$	192,604	$	1,167,984	$	—	$	1,360,588

Liabilities:
Derivative instruments	$	—	$	11,524	$	—	$	11,524

Total liabilities measured at fair value	$	—	$	11,524	$	—	$	11,524

(1)	Excluded from the table above are limited partnerships of $66.1 million at December 31, 2016 whose fair value is based on net asset value as a practical expedient.

The securities classified as Level 1 in the above table consist of U.S. Treasuries and equity securities actively traded on an exchange.

The securities classified as Level 2 in the above table consist primarily of fixed maturity securities and derivative instruments. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral. The estimated fair value of the derivative instruments, consisting of interest rate swaps, is obtained from a third party financial institution that utilizes observable inputs such as the forward interest rate curve.

For the Company’s material debt arrangements, the current fair value of the Company’s debt at June 30, 2017 and December 31, 2016 was as follows:


	June 30, 2017				December 31, 2016
(Dollars in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Margin Borrowing Facility	$	73,887	$	73,887	$	66,646	$	66,646
7.75% Subordinated Notes due 2045 (1)		96,558		99,358		96,497		95,697
7.875% Subordinated Notes due 2047 (2)		125,793		127,873		—		—

Total	$	296,238	$	301,118	$	163,143	$	162,343

(1)	As of June 30, 2017 and December 31, 2016, the carrying value and fair value of the 7.75% Subordinated Notes due 2045 are net of unamortized debt issuance cost of $3.4 million.

(2)	As of June 30, 2017, the carrying value and fair value of the 7.875% Subordinated Notes due 2047 are net of unamortized debt issuance cost of $4.2 million.

The fair value of the margin borrowing facility approximates its carrying value due to the facility being due on demand. The subordinated notes due 2045 and 2047 are publicly traded instruments and are classified as Level 1 in the fair value hierarchy.

There were no transfers between Level 1 and Level 2 during the quarters ended June 30, 2017 and 2016.

GLOBAL INDEMNITY LIMITED

Fair Value of Alternative Investments

Other invested assets consist of limited liability partnerships whose fair value is based on net asset value per share as a practical expedient. The following table provides the fair value and future funding commitments related to these investments at June 30, 2017 and December 31, 2016.


	June 30, 2017				December 31, 2016
(Dollars in thousands)	Fair Value		Future Funding Commitment		Fair Value		Future Funding Commitment
Real Estate Fund, LP (1)	$	—	$	—	$	—	$	—
European Non-Performing Loan Fund, LP (2)		29,229		15,714		32,922		15,714
Private Middle Market Loan Fund, LP (3)		26,569		11,776		33,199		9,054
Distressed Debt Fund, LP (4)		16,500		33,500		—		—

Total	$	72,298	$	60,900	$	66,121	$	24,768

(1)

This limited partnership invests in real estate assets through a combination of direct or indirect investments in partnerships, limited liability companies, mortgage loans, and lines of credit. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company continues to hold an investment in this limited partnership and has written the fair value down to zero.

(2)

This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets. Based on the terms of the partnership agreement, the Company anticipates its interest in this partnership to be redeemed by 2020.

(3)

This limited partnership provides financing for middle market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets. Based on the terms of the investment management agreement, the Company anticipates its interest to be redeemed no later than 2024.

(4)

This limited partnership invests in stressed and distressed debt instruments. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets. Based on the terms of the partnership agreement, the Company anticipates its interest to be redeemed no later than 2027.

Limited Liability Companies and Limited Partnerships with ownership interest exceeding 3%

The Company uses the equity method to account for investments in limited liability companies and limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in a limited liability company and limited partnership requires that its cost basis be updated to account for the income or loss earned on the investment. The investment income or loss associated with these limited liability companies or limited partnerships, which is reflected in the consolidated statements of operations, was $0.1 million and $0.9 million during the quarters end June 30, 2017 and 2016, respectively, and $1.8 million and $2.9 million during the six months ended June 30, 2017 and 2016, respectively.

Pricing

The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships whose fair value is based on net asset values as a practical expedient. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.

The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:

•

Common stock prices are received from all primary and secondary exchanges.

•

Corporate and agency bonds are evaluated by utilizing a multi-dimensional relational model. For bonds with early redemption options, an option adjusted spread model is utilized. Both asset classes use standard inputs and incorporate security set up, defined sector breakdown, benchmark yields, apply base spreads, yield to maturity, and adjust for corporate actions.

GLOBAL INDEMNITY LIMITED

•

Data from commercial vendors is aggregated with market information, then converted into a prepayment/spread/LIBOR curve model used for commercial mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above. For asset-backed securities, data derived from market information along with trustee and servicer reports is converted into spreads to interpolated swap yield curve. For both asset classes, evaluations utilize standard inputs plus new issue data, monthly payment information, and collateral performance. The evaluated pricing models incorporate discount rates, loan level information, prepayment speeds, treasury benchmarks, and LIBOR and swap curves.

•

For obligations of state and political subdivisions, a multi-dimensional relational model is used to evaluate securities. The pricing models incorporate security set-up, benchmark yields, apply base spreads, yield to worst or market convention, ratings updates, prepayment schedules and adjustments for material events notices.

•

U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including active market makers and inter-dealer brokers.

•

For mortgage-backed securities, a matrix model correlation to TBA (a forward MBS trade) or benchmarking is utilized to value a security.

The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:

•

Reviewing periodic reports provided by the Investment Manager that provides information regarding rating changes and securities placed on watch. This procedure allows the Company to understand why a particular security’s market value may have changed or may potentially change.

•

Understanding and periodically evaluating the various pricing methods and procedures used by the Company’s pricing vendors to ensure that investments are properly classified within the fair value hierarchy.

•

On a quarterly basis, the Company corroborates investment security prices received from its pricing vendors by obtaining pricing from a second pricing vendor for a sample of securities.

During the quarters and six months ended June 30, 2017 and 2016, the Company has not adjusted quotes or prices obtained from the pricing vendors.

5.	Income Taxes

The statutory income tax rates of the countries where the Company conducts or conducted business are 35% in the United States, 0% in Bermuda, 0% in the Cayman Islands, 0% in Gibraltar, 27.08% in the Duchy of Luxembourg, 0.25% to 2.5% in Barbados, and 25% on non-trading income, 33% on capital gains and 12.5% on trading income in the Republic of Ireland. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense. Generally, during interim periods, the Company will divide total estimated annual income tax expense by total estimated annual pre-tax income to determine the expected annual income tax rate used to compute the income tax provision. The expected annual income tax rate is then applied against interim pre-tax income, excluding net realized gains and losses and limited partnership distributions, and that amount is then added to the actual income taxes on net realized gains and losses, discrete items and limited partnership distributions. However, when there is significant volatility in the expected effective tax rate, the Company records its actual income tax provision in lieu of the estimated effective income tax rate.

GLOBAL INDEMNITY LIMITED

The Company’s income before income taxes from its non-U.S. subsidiaries and U.S. subsidiaries, including the results of the quota share agreements between Global Indemnity Reinsurance and the Insurance Operations, for the quarters and six months ended June 30, 2017 and 2016 were as follows:


Quarter Ended June 30, 2017: (Dollars in thousands)	Non-U.S. Subsidiaries			U.S. Subsidiaries			Eliminations			Total
Revenues:
Gross premiums written	$	60,061		$	126,319		$	(42,486	)	$	143,894

Net premiums written	$	60,060		$	63,737		$	—		$	123,797

Net premiums earned	$	49,059		$	58,014		$	—		$	107,073
Net investment income		14,560			5,243			(10,963	)		8,840
Net realized investment gains (losses)		196			(858	)		—			(662	)
Other income		86			1,696			—			1,782

Total revenues		63,901			64,095			(10,963	)		117,033
Losses and Expenses:
Net losses and loss adjustment expenses		22,876			34,824			—			57,700
Acquisition costs and other underwriting expenses		20,934			22,523			—			43,457
Corporate and other operating expenses		1,123			2,238			—			3,361
Interest expense		4,650			11,075			(10,963	)		4,762

Income (loss) before income taxes	$	14,318		$	(6,565	)	$	—		$	7,753


Quarter Ended June 30, 2016: (Dollars in thousands)	Non-U.S. Subsidiaries			U.S. Subsidiaries			Eliminations			Total
Revenues:
Gross premiums written	$	57,574		$	141,911		$	(45,166	)	$	154,319

Net premiums written	$	57,560		$	67,750		$	—		$	125,310

Net premiums earned	$	52,454		$	65,350		$	—		$	117,804
Net investment income		12,132			2,925			(8,495	)		6,562
Net realized investment gains (losses)		57			(3,549	)		—			(3,492	)
Other income (loss)		(66	)		861			—			795

Total revenues		64,577			65,587			(8,495	)		121,669
Losses and Expenses:
Net losses and loss adjustment expenses		30,550			47,561			—			78,111
Acquisition costs and other underwriting expenses		23,587			24,955			—			48,542
Corporate and other operating expenses		2,488			1,767			—			4,255
Interest expense		2,076			8,648			(8,495	)		2,229

Income (loss) before income taxes	$	5,876		$	(17,344	)	$	—		$	(11,468	)


Six Months Ended June 30, 2017: (Dollars in thousands)	Non-U.S. Subsidiaries			U.S. Subsidiaries			Eliminations			Total
Revenues:
Gross premiums written	$	114,163		$	234,255		$	(80,773	)	$	267,645

Net premiums written	$	114,147		$	121,156		$	—		$	235,303

Net premiums earned	$	99,992		$	120,207		$	—		$	220,199
Net investment income		26,888			10,202			(19,606	)		17,484
Net realized investment gains (losses)		237			(124	)		—			113
Other income (loss)		173			2,977			—			3,150

Total revenues		127,290			133,262			(19,606	)		240,946
Losses and Expenses:
Net losses and loss adjustment expenses		43,736			76,525			—			120,261
Acquisition costs and other underwriting expenses		43,622			46,386			—			90,008
Corporate and other operating expenses		2,330			4,085			—			6,415
Interest expense		6,974			19,861			(19,606	)		7,229

Income (loss) before income taxes	$	30,628		$	(13,595	)	$	—		$	17,033

GLOBAL INDEMNITY LIMITED


Six Months Ended June 30, 2016: (Dollars in thousands)	Non-U.S. Subsidiaries		U.S. Subsidiaries			Eliminations			Total
Revenues:
Gross premiums written	$	89,397	$	270,542		$	(64,254	)	$	295,685

Net premiums written	$	89,383	$	152,799		$	—		$	242,182

Net premiums earned	$	108,439	$	131,001		$	—		$	239,440
Net investment income		25,235		8,060			(16,987	)		16,308
Net realized investment gains (losses)		70		(11,055	)		—			(10,985	)
Other income (loss)		28		1,723			—			1,751

Total revenues		133,772		129,729			(16,987	)		246,514
Losses and Expenses:
Net losses and loss adjustment expenses		56,222		86,673			—			142,895
Acquisition costs and other underwriting expenses		47,107		53,525			—			100,632
Corporate and other operating expenses		4,276		3,782			—			8,058
Interest expense		4,152		17,279			(16,987	)		4,444

Income (loss) before income taxes	$	22,015	$	(31,530	)	$	—		$	(9,515	)

The following table summarizes the components of income tax benefit:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Current income tax expense:
Foreign	$	87		$	92		$	183		$	205

Total current income tax expense		87			92			183			205

Deferred income tax benefit:
U.S. Federal		(2,423	)		(6,395	)		(5,521	)		(11,680	)

Total deferred income tax benefit		(2,423	)		(6,395	)		(5,521	)		(11,680	)

Total income tax benefit	$	(2,336	)	$	(6,303	)	$	(5,338	)	$	(11,475	)

The weighted average expected tax provision has been calculated using income before income taxes in each jurisdiction multiplied by that jurisdiction’s applicable statutory tax rate.

The following table summarizes the differences between the tax provision for financial statement purposes and the expected tax provision at the weighted average tax rate:


	Quarters Ended June 30,
	2017						2016
(Dollars in thousands)	Amount			% of Pre- Tax Income			Amount			% of Pre- Tax Income
Expected tax provision at weighted average rate	$	(2,210	)		(28.5	%)	$	(5,977	)		(52.1	%)
Adjustments:
Tax exempt interest		(67	)		(0.9	)		(99	)		(0.9	)
Dividend exclusion		(73	)		(0.9	)		(238	)		(2.1	)
Other		14			0.2			11			0.1

Actual tax on continuing operations	$	(2,336	)		(30.1	%)	$	(6,303	)		(55.0	%)

The effective income tax benefit rate for the quarter ended June 30, 2017 was 30.1%, compared with an effective income tax benefit rate of 55.0% for the quarter ended June 30, 2016. The reduction in the income tax benefit rate is primarily due to losses incurred in the Company’s U.S. operations for the quarter ended June 30, 2016 as compared to a gain in 2017. Taxes were computed using a discrete period computation because a reliable estimate of an effective tax rate could not be made.

GLOBAL INDEMNITY LIMITED


	Six Months Ended June 30,
	2017						2016
(Dollars in thousands)	Amount			% of Pre- Tax Income			Amount			% of Pre- Tax Income
Expected tax provision at weighted average rate	$	(4,574	)		(26.9	%)	$	(10,829	)		(113.9	%)
Adjustments:
Tax exempt interest		(151	)		(0.9	)		(203	)		(2.1	)
Dividend exclusion		(266	)		(1.6	)		(477	)		(5.0	)
Other		(347	)		(1.9	)		34			0.3

Actual tax on continuing operations	$	(5,338	)		(31.3	%)	$	(11,475	)		(120.7	%)

The effective income tax benefit rate for the six months ended June 30, 2017 was 31.3%, compared with an effective income tax benefit rate of 120.7% for the six months ended June 30, 2016. The Company incurred a higher capital loss on its derivative instrument during the six months ended June 30, 2016 compared to 2017 which contributed to a higher income tax benefit rate for the six months ended June 30, 2016. Taxes were computed using a discrete period computation because a reliable estimate of an effective tax rate could not be made.

The Company has an alternative minimum tax (“AMT”) credit carryforward of $11.0 million as of June 30, 2017 and December 31, 2016, which can be carried forward indefinitely. The Company has a net operating loss (“NOL”) carryforward of $10.2 million as of June 30, 2017, which begins to expire in 2035 based on when the original NOL was generated, and a NOL carryforward of $3.2 million as of December 31, 2016. The Company has a Section 163(j) (“163(j)”) carryforward of $8.1 million as of June 30, 2017 and December 31, 2016 which can be carried forward indefinitely. The 163(j) carryforward is for disqualified interest paid or accrued to a related entity that is not subject to U.S. tax.

6.	Liability for Unpaid Losses and Loss Adjustment Expenses

Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:


	Quarters Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2017			2016			2017			2016
Balance at beginning of period	$	622,088		$	676,236		$	651,042		$	680,047
Less: Ceded reinsurance receivables		102,646			106,957			130,439			108,130

Net balance at beginning of period		519,442			569,279			520,603			571,917
Purchased reserves, gross		6,465			—			8,961			—
Purchased reserves ceded		(39	)		—			510			—

Purchased reserves, net of third party reinsurance		6,426			—			9,471			—

Incurred losses and loss adjustment expenses related to:
Current year		73,003			87,032			145,694			158,412
Prior years		(15,303	)		(8,921	)		(25,433	)		(15,517	)

Total incurred losses and loss adjustment expenses		57,700			78,111			120,261			142,895

Paid losses and loss adjustment expenses related to:
Current year		42,975			43,560			67,363			63,386
Prior years		29,075			31,559			71,454			79,155

Total paid losses and loss adjustment expenses		72,050			75,119			138,817			142,541

Net balance at end of period		511,518			572,271			511,518			572,271
Plus: Ceded reinsurance receivables		104,245			111,579			104,245			111,579

Balance at end of period	$	615,763		$	683,850		$	615,763		$	683,850

When analyzing loss reserves and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.

GLOBAL INDEMNITY LIMITED

In the second quarter of 2017, the Company reduced its prior accident year loss reserves by $15.3 million, which consisted of a $13.7 million decrease related to Commercial Lines and a $1.6 million decrease related to Reinsurance Operations.

The $13.7 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

•

General Liability: A $6.6 million reduction in aggregate with $5.0 million of favorable development in the construction defect reserve category and $1.6 million of favorable development in the other general liability reserve categories. The favorable development in the construction defect reserve category recognizes lower than anticipated claims frequency and severity which led to reductions primarily in the 2005 through 2016 accident years. For the other general liability reserve categories, lower than expected claims severity was the primary driver of the favorable development mainly in accident years 2008 through 2011 and the 2014 and 2015 accident years.

•

Professional Liability: A $3.5 million decrease in aggregate primarily reflects lower than expected claims severity in the 2006 through 2009 and 2011 through 2013 accident years.

•

Property: A $3.5 million reduction in aggregate with $3.0 million of favorable development in the property excluding catastrophe reserve categories and $0.5 million of favorable development in the property catastrophe reserve categories. The favorable development in the reserve categories excluding catastrophe experience reflects lower than expected claims frequency and severity in the 2011 through 2016 accident years. For the property catastrophe reserve categories, lower than anticipated claims severity was the driver of the favorable development in the 2013 through 2015 accident years.

The $1.6 million reduction of prior accident year loss reserves related to Reinsurance Operations was from the property lines. Ultimate losses were lowered primarily in the 2013 through 2015 accident years based on a review of the experience reported from cedants.

In the second quarter of 2016, the Company reduced its prior accident year loss reserves by $8.9 million, which consisted of a $6.7 million decrease related to Commercial Lines and a $2.2 million decrease related to Reinsurance Operations.

The $6.7 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

•

General Liability: A $7.9 million reduction in aggregate with $2.0 million of favorable development in the construction defect reserve category and $5.9 million of favorable development in the other general liability reserve categories. The favorable development in the construction defect reserve category reflects the lower than expected claims frequency and severity which led to a reduction in the 2011 through 2015 accident years. For the other general liability reserve categories, lower than anticipated claims severity was the driver of the favorable development mainly in accident years 2007 through 2012.

•

Property: A $0.3 million increase was due to higher than expected case incurred emergence on catastrophe claims in the 2012 and 2015 accident years.

•

Umbrella: A $0.7 million increase driven by higher than expected case incurred emergence in accident years 2004 and 2011.

The $2.2 million reduction related to Reinsurance Operations was from the property lines. Ultimate losses were lowered $3.3 million combined for the 2013 and 2014 accident years and the 2015 accident year increased $1.1 million based on a review of the experience reported from cedants.

During the first six months of 2017, the Company reduced its prior accident year loss reserves by $25.4 million, which consisted of an $18.9 million decrease related to Commercial Lines, a $3.2 million decrease related to Personal Lines, and a $3.3 million decrease related to Reinsurance Operations.

GLOBAL INDEMNITY LIMITED

The $18.9 million reduction of prior accident year loss reserves related to Commercial Lines primarily consisted of the following:

•

General Liability: A $10.3 million reduction in aggregate with $5.0 million of favorable development in the construction defect reserve category and $5.3 million of favorable development in the other general liability reserve categories. The favorable development in the construction defect reserve category recognizes lower than anticipated claims frequency and severity which led to reductions primarily in the 2005 through 2016 accident years. For the other general liability reserve categories, lower than expected claims severity was the primary driver of the favorable development mainly in the 2007 through 2015 accident years.

•

Professional Liability: A $3.4 million decrease in aggregate primarily reflects lower than expected claims severity in the 2006 through 2009 and 2011 through 2014 accident years.

•

Property: A $5.2 million reduction in aggregate with $3.0 million of favorable development in the property excluding catastrophe reserve categories and $2.2 million of favorable development in the property catastrophe reserve categories. The favorable development in the reserve categories excluding catastrophe experience reflects lower than expected claims frequency and severity in the 2011 through 2016 accident years. For the property catastrophe reserve categories, lower than anticipated claims severity was the driver of the favorable development in the 2012 through 2016 accident years.

The $3.2 million reduction of prior accident year loss reserves related to Personal Lines primarily consisted of the following:

•

Property: A $2.7 million reduction in the property reserve categories, both including and excluding catastrophes. The decrease reflects lower than expected case incurred emergence, primarily in the 2016 accident year.

•

General Liability: A $0.5 million reduction in the agriculture reserve categories. Lower than expected case incurred emergence in the 2016 accident year was the driver of the favorable development.

The $3.3 million reduction of prior accident year loss reserve related to Reinsurance Operations was from the property lines. Ultimate losses were lowered in the 2013 through 2015 accident years based on a review of the experience reported from cedants

In the first six months of 2016, the Company decreased its prior accident year loss reserves by $15.5 million, which consisted of a $12.3 million decrease related to Commercial Lines and a $3.2 million decrease related to Reinsurance Operations.

The $12.3 million decrease related to Commercial Lines primarily consisted of the following:

•

General Liability: A $12.1 million reduction in aggregate with $1.6 million of favorable development in the construction defect reserve category and $10.5 million of favorable development in the other general liability reserve categories. The favorable development in the construction defect reserve category reflects the lower than expected claims frequency and severity which led to a reduction in the 2011 through 2015 accident years. For the other general liability reserve categories, lower than anticipated claims severity was the driver of the favorable development and mainly in accident years 2007 through 2012.

•

Property: A $1.2 million reduction in aggregate is driven by favorable development of $1.5 million in the 2008 through 2013 accident year and 2015 accident year due to lower than expected case incurred emergence on non-catastrophe claims which was partially offset by increases in catastrophe claims totaling $0.3 million in the 2012, 2014, and 2015 accident years.

•

Umbrella: A $0.7 million increase driven by higher than expected case incurred emergence in accident years 2004 and 2011.

The $3.2 million reduction related to Reinsurance Operations was from the property lines. Ultimate losses were lowered $4.0 million in the 2013 and 2014 accident years and the 2015 accident year increased $0.8 million based on reviews of the experience reported from cedants.

Debt

7.875% Subordinated Notes due 2047

On March 23, 2017, the Company issued Subordinated Notes due in 2047 in the aggregate principal amount of $120.0 million through an underwritten public offering (the “2047 Notes”). Pursuant to the underwriting agreement, the Company granted the underwriters a 30 day option to purchase up to an additional $18 million aggregate principal amount of the 2047 Notes solely to cover over-allotments, if any. On March 30, 2017, the underwriters exercised their over-allotment option in the amount of $10 million principal amount of the 2047 Notes. As a result, the aggregate principal amount of the 2047 Notes increased to $130.0 million. The sale of the 2047 Notes pursuant to the over-allotment option closed on March 30, 2017.

GLOBAL INDEMNITY LIMITED

The 2047 Notes bear interest at an annual rate equal to 7.875%, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, commencing July 15, 2017. The 2047 Notes mature on April 15, 2047. The Company has the right to redeem the 2047 Notes in $25 increments, in whole or in part, on and after April 15, 2022, or on any interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the 2047 Notes being redeemed plus accrued and unpaid interest to, but not including, the date of redemption. If the Company redeems only a portion of the 2047 Notes on any date of redemption, the Company may subsequently redeem additional 2047 Notes.

The 2047 Notes are subordinated unsecured obligations and rank (i) senior to the Company’s existing and future capital stock, (ii) senior in right of payment to future junior subordinated debt, (iii) equally in right of payment with any existing unsecured, subordinated debt that the Company has issued or may issue in the future that ranks equally with the 2047 Notes, including the Company’s 7.75% subordinated notes for $100.0 million due 2045 and (iv) subordinate in right of payment to any of the Company’s future senior debt. In addition, the 2047 Notes are structurally subordinated to all existing and future indebtedness, liabilities and other obligations of the Company’s subsidiaries including the Company’s margin borrowing facilities.

The 2047 Notes do not require the maintenance of any financial ratios or specified levels of net worth or liquidity, and do not contain provisions that would afford holders of the 2047 Notes protection in the event of a sudden and dramatic decline in the Company’s credit quality resulting from any highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving the Company that may adversely affect holders. The 2047 Notes do not restrict the Company in any way, now or in the future, from incurring additional indebtedness, including senior indebtedness that would rank senior in right of payment to the 2047 Notes. There is no right of acceleration of maturity of the 2047 Notes in the case of default in the payment of principal, premium, if any, or interest on, the 2047 Notes or in the performance of any other obligation of the Company under the notes or if the Company defaults on any other debt securities. Holders may accelerate payment of indebtedness on the 2047 Notes only upon the Company’s bankruptcy, insolvency or reorganization.

The Company incurred $4.2 million in deferred issuance costs associated with the 2047 Notes, which is being amortized over the term of the 2047 Notes. Interest expense, including amortization of deferred issuance costs, recognized on the 2047 Notes was $2.6 million and $2.8 million for the quarters and six months ended June 30, 2017, respectively.

Please see Note 12 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2016 Annual Report on Form 10-K for information on the Company’s Margin Borrowing Facilities and the 7.75% Subordinated Notes due 2045.

8.	Shareholders’ Equity

Repurchases of the Company’s Ordinary Shares

The following table provides information with respect to the A ordinary shares that were surrendered or repurchased during the quarter ended June 30, 2017:


Period (1)	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 1 – 31, 2017		586	(2)	$	38.49		—		—

Total		586		$	38.49		—

(1)	Based on settlement date.

(2)	Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

GLOBAL INDEMNITY LIMITED

The following table provides information with respect to the A ordinary shares that were surrendered or repurchased during the quarter ended June 30, 2016:


Period (1)	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 1 – 31, 2016		596	(2)	$	30.56		—		—

Total		596		$	30.56		—

(1)	Based on settlement date.

(2)	Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

There were no B ordinary shares that were surrendered or repurchased during the quarters ended June 30, 2017 or 2016.

Please see Note 13 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2016 Annual Report on Form 10-K for more information on the Company’s repurchase program.

9.	Related Party Transactions

Fox Paine & Company (“Fox Paine”)

As of June 30, 2017, Fox Paine beneficially owned shares having approximately 84% of the Company’s total outstanding voting power. Fox Paine has the right to appoint a number of the Company’s Directors equal in aggregate to the pro rata percentage of the voting shares of the Company beneficially held by Fox Paine for so long as Fox Paine holds an aggregate of 25% or more of the voting power in the Company. Fox Paine controls the election of all of the Company’s Directors due to its controlling share ownership. The Company’s Chairman is a member of Fox Paine.

The Company relies on Fox Paine to provide management services and other services related to the operations of the Company. The Company incurred management fees of $0.5 million in each of the quarters ended June 30, 2017 and 2016 and $1.1 million and $1.0 million in the six months ended June 30, 2017 and June 30, 2016 respectively as part of the annual management fee paid to Fox Paine. As of June 30, 2017 and December 31, 2016, unpaid management fees, which were included in other liabilities on the consolidated balance sheets, were $5.7 million and $4.6 million, respectively.

Crystal & Company

The Company incurred $0.06 million and $0.1 million in brokerage fees to Crystal & Company, an insurance broker, during the quarter and six months ended June 30, 2016, respectively. James W. Crystal, the chairman and chief executive officer of Crystal & Company, was a member of the Company’s Board of Directors until he resigned on July 24, 2016.

10.

Commitments and Contingencies

Legal Proceedings

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.

There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.

GLOBAL INDEMNITY LIMITED

Commitments

In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of June 30, 2017, the Company has funded $34.3 million of this commitment leaving $15.7 million as unfunded.

In 2016, the Company entered into a $40 million commitment with an investment manager that provides financing for middle market companies. As of June 30, 2017, the Company has funded $28.2 million of this commitment leaving $11.8 million as unfunded.

In 2017, the Company entered into a $50 million commitment to purchase an alternative investment vehicle comprised of stressed and distressed debt instruments. As of June 30, 2017, the Company has funded $16.5 million of this commitment leaving $33.5 million as unfunded.

11.

Share-Based Compensation Plans

Effective January 1, 2017, the Company adopted new accounting guidance which changed several aspects of the accounting for share-based payment transactions. Under the new guidance, all excess tax benefits and tax deficiencies associated with share-based payment awards are required to be recognized as an income tax benefit or expense in net income with the corresponding cash flows recognized as an operating activity in the Consolidated Statement of Cash Flow as opposed to being reported separately as a financing activity. Excess tax benefits and deficiencies are no longer recognized in additional paid-in-capital. The new guidance removes the requirement to delay recognition of any excess tax benefit when there is no current taxes payable to which the benefit would be applied. The new guidance also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur, rather than estimating forfeitures upon issuance of the award.

Upon adoption of this new accounting guidance, the Company elected to retain its policy of accruing the compensation cost based on the number of awards that are expected to vest. The adoption of this accounting guidance did not result in any cumulative adjustment or restatement. The provisions of this new guidance were adopted on a prospective basis and did not have a material impact on the Company’s financial position, results of operations or cash flows.

Options

No stock options were awarded during the quarters ended June 30, 2017 or 2016. No unvested stock options were forfeited during the quarter ended June 30, 2017. 133,333 unvested stock options were forfeited during the quarter ended June 30, 2016.

The Company did not award any stock options during the six months ended June 30, 2017 or 2016. No unvested stock options were forfeited during the six months ended June 30, 2017. 200,000 unvested stock options were forfeited during the six months ended June 30, 2016.

Restricted Shares

No restricted shares were issued to employees during the quarters ended June 30, 2017 and 2016.

During the six months ended June 30, 2017, the Company granted 22,503 A ordinary shares, with a weighted average grant date value of $38.21 per share, to key employees under the Plan. These shares will vest as follows:

•

16.5%, 16.5%, and 17.0% of the granted stock vest on January 1, 2018, January 1, 2019, and January 1, 2020, respectively.

•

Subject to Board approval, 50% of granted stock vests 100%, no later than March 15, 2020, following a re-measurement of 2016 results as of December 31, 2019.

During the six months ended June 30, 2016, the Company granted 121,346 A ordinary shares, with a weighted average grant date value of $28.97 per share, to key employees under the Plan. Of the shares granted during the six months ended June 30, 2016, 11,199 were granted to the Company’s Chief Executive Officer and vest 33 1/3 on each subsequent anniversary date of

GLOBAL INDEMNITY LIMITED

the grant for a period of three years subject to a true-up of bonus year underwriting results as of the third anniversary of the grant. 5,309 were granted to another key employee and were due to vest 100% on February 7, 2019. These shares were forfeited during the six months ended June 30, 2017 as the key employee is no longer employed by the company. 8,253 were issued to other key employees and vest 33% on the first and second anniversary of the grant and vest 34% on the third anniversary of the grant contingent on meeting certain performance objectives and subject to Board approval. The remaining 96,585 shares were granted to key employees and will vest as follows:

•

16.5% vested on January 1, 2017. 16.5% and 17.0% of the granted stock will vest on January 1, 2018 and January 1, 2019, respectively.

•

Subject to Board approval 50% of granted stock vests 100%, no later than March 15, 2019, following a re-measurement of 2015 results as of December 31, 2018.

During the quarters ended June 30, 2017 and 2016, the Company granted 6,768 and 10,172 A ordinary shares, respectively, at a weighted average grant date value of $38.77 and $27.53 per share, respectively, to non-employee directors of the Company under the Plan. During the six months ended June 30, 2017 and 2016, the Company granted 13,468 and 19,614 A ordinary shares, respectively, at a weighted average grant date value of $38.63 and $29.26 per share, respectively, to non-employee directors of the Company under the Plan. All of the shares granted to non-employee directors of the Company in 2017 and 2016 were fully vested but are subject to certain restrictions.

12.

Earnings Per Share

Earnings per share have been computed using the weighted average number of ordinary shares and ordinary share equivalents outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:


	Quarters Ended June 30,					Six Months Ended June 30,
(Dollars in thousands, except share and per share data)	2017		2016			2017		2016
Net income (loss)	$	10,089	$	(5,165	)	$	22,371	$	1,960

Basic earnings per share:
Weighted average shares outstanding – basic		17,335,914		17,244,075			17,326,019		17,234,063

Net income (loss) per share	$	0.58	$	(0.30	)	$	1.29	$	0.11

Diluted earnings per share:
Weighted average shares outstanding – diluted (1)		17,690,879		17,244,075			17,670,636		17,484,980

Net income (loss) per share	$	0.57	$	(0.30	)	$	1.27	$	0.11

(1)

For the quarter ended June 30, 2016, “weighted average shares outstanding – basic” was used to calculate “diluted earnings per share” due to a net loss for the period.

A reconciliation of weighted average shares for basic earnings per share to weighted average shares for diluted earnings per share is as follows:


	Quarters Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Weighted average shares for basic earnings per share		17,335,914		17,244,075		17,326,019		17,234,063
Non-vested restricted stock		153,471		—		146,992		140,773
Options		201,494		—		197,625		110,144

Weighted average shares for diluted earnings per share		17,690,879		17,244,075		17,670,636		17,484,980

If the Company had not incurred a loss in the quarter ended June 30, 2016, 17,511,617 weighted average shares would have been used to compute the diluted loss per share calculation which would have included 155,967 shares of non-vested restricted stock and 111,575 share equivalents for options.

GLOBAL INDEMNITY LIMITED

The weighted average shares outstanding used to determine dilutive earnings per share for the quarter and six months ended June 30, 2016 do not include 300,000 shares which were deemed to be anti-dilutive. There were no anti-dilutive shares for the quarter or six months ended June 30, 2017.

13.

Segment Information

The Company manages its business through three business segments. Commercial Lines offers specialty property and casualty products designed for product lines such as Small Business Binding Authority, Property Brokerage, and Programs. Personal Lines offers specialty personal lines and agricultural coverage. Reinsurance Operations provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies.

During the 1^st quarter of 2017, the Company re-evaluated its Commercial Lines and Personal Lines segments and determined that certain portions of business will be managed, operated and reported by including them in the other segment. As a result, the composition of the Company’s reportable segments changed slightly. Premium that is written through a wholly owned agency that mainly sells to individuals, which was previously included as part of the Commercial Lines segment, is now included within the Personal Lines segment. In addition, one of the small commercial programs written by American Reliable Insurance Company, which was previously included within the Personal Lines segment, is now aggregated within the Commercial Lines segment. Accordingly, the segment results for the quarter and six months ended June 30, 2016 have been revised to reflect these changes.

The following are tabulations of business segment information for the quarters and six months ended June 30, 2017 and 2016.


Quarter Ended June 30, 2017: (Dollars in thousands)	Commercial Lines (1)			Personal Lines (1)			Reinsurance Operations (2)			Total
Revenues:
Gross premiums written	$	56,752		$	69,572	(6)	$	17,570		$	143,894

Net premiums written	$	49,439		$	56,789		$	17,569		$	123,797

Net premiums earned	$	43,519		$	53,171		$	10,383		$	107,073
Other income		78			1,618			86			1,782

Total revenues		43,597			54,789			10,469			108,855

Losses and Expenses:
Net losses and loss adjustment expenses		14,169			39,161			4,370			57,700
Acquisition costs and other underwriting expenses		18,142	(3)		22,058	(4)		3,257			43,457

Income (loss) from segments	$	11,286		$	(6,430	)	$	2,842		$	7,698

Unallocated Items:
Net investment income											8,840
Net realized investment gain											(662	)
Corporate and other operating expenses											(3,361	)
Interest expense											(4,762	)

Income before income taxes											7,753
Income tax benefit											2,336

Net income											10,089

Total assets	$	880,084		$	494,079		$	730,191	(5)	$	2,104,354

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $119 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $266 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes $191 of business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

GLOBAL INDEMNITY LIMITED


Quarter Ended June 30, 2016: (Dollars in thousands)	Commercial Lines(1)			Personal Lines (1)			Reinsurance Operations (2)			Total
Revenues:
Gross premiums written	$	57,701		$	84,210	(6)	$	12,408		$	154,319

Net premiums written	$	52,159		$	60,757		$	12,394		$	125,310

Net premiums earned	$	47,898		$	61,018		$	8,888		$	117,804
Other income (loss)		—			861			(66	)		795

Total revenues		47,898			61,879			8,822			118,599

Losses and Expenses:
Net losses and loss adjustment expenses		29,805			44,594			3,712			78,111
Acquisition costs and other underwriting expenses		19,764	(3)		25,303	(4)		3,475			48,542

Income (loss) from segments	$	(1,671	)	$	(8,018	)	$	1,635		$	(8,054	)

Unallocated Items:
Net investment income											6,562
Net realized investment losses											(3,492	)
Corporate and other operating expenses											(4,255	)
Interest expense											(2,229	)

Loss before income taxes benefit											(11,468	)
Income tax benefit											6,303

Net loss											(5,165	)

Total assets	$	757,258		$	536,545		$	712,291	(5)	$	2,006,094

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $130 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $305 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes $10,138 of business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.


Six Months Ended June 30, 2017: (Dollars in thousands)	Commercial Lines (1)			Personal Lines (1)			Reinsurance Operations (2)			Total
Revenues:
Gross premiums written	$	102,663		$	131,589	(6)	$	33,393		$	267,645

Net premiums written	$	90,554		$	111,372		$	33,377		$	235,303

Net premiums earned	$	88,511		$	111,834		$	19,854		$	220,199
Other income		78			2,899			173			3,150

Total revenues		88,589			114,733			20,027			223,349

Losses and Expenses:
Net losses and loss adjustment expenses		34,593			77,876			7,792			120,261
Acquisition costs and other underwriting expenses		37,161	(3)		46,592	(4)		6,255			90,008

Income (loss) from segments	$	16,835		$	(9,735	)	$	5,980		$	13,080

Unallocated Items:
Net investment income											17,484
Net realized investment gain											113
Corporate and other operating expenses											(6,415	)
Interest expense											(7,229	)

Income before income taxes											17,033
Income tax benefit											5,338

Net income											22,371

Total assets	$	880,084		$	494,079		$	730,191	(5)	$	2,104,354

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $239 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $559 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes $1,242 of business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

GLOBAL INDEMNITY LIMITED


Six Months Ended June 30, 2016: (Dollars in thousands)	Commercial Lines (1)			Personal Lines (1)			Reinsurance Operations (2)			Total
Revenues:
Gross premiums written	$	106,181		$	164,361	(6)	$	25,143		$	295,685

Net premiums written	$	95,125		$	121,928		$	25,129		$	242,182

Net premiums earned	$	94,975		$	123,360		$	21,105		$	239,440
Other income		—			1,723			28			1,751

Total revenues		94,975			125,083			21,133			241,191

Losses and Expenses:
Net losses and loss adjustment expenses		54,965			79,613			8,317			142,895
Acquisition costs and other underwriting expenses		40,736	(3)		51,938	(4)		7,958			100,632

Income (loss) from segments	$	(726	)	$	(6,468	)	$	4,858		$	(2,336	)

Unallocated Items:
Net investment income											16,308
Net realized investment losses											(10,985	)
Corporate and other operating expenses											(8,058	)
Interest expense											(4,444	)

Loss before income tax benefit											(9,515	)
Income tax benefit											11,475

Net income											1,960

Total assets	$	757,258		$	536,545		$	712,291	(5)	$	2,006,094

(1)

Includes business ceded to the Company’s Reinsurance Operations.

(2)

External business only, excluding business assumed from affiliates.

(3)

Includes federal excise tax of $256 relating to cessions from Commercial Lines to Reinsurance Operations.

(4)

Includes federal excise tax of $617 relating to cessions from Personal Lines to Reinsurance Operations.

(5)

Comprised of Global Indemnity Reinsurance’s total assets less its investment in subsidiaries.

(6)

Includes $23,582 of business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement.

14.

New Accounting Pronouncements

In May, 2017, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance which clarifies whether changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. This guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. Although the Company is still evaluating the impact of this new guidance, the Company does not anticipate it will have a material impact on its financial condition, results of operations, or cash flows.

In March, 2017, the FASB issued new accounting guidance which amends the amortization period for certain purchased callable debt securities held at a premium. Under current generally accepted accounting principles, entities generally amortize the premium as an adjustment of yield over the contractual life of the instruments. Under the new guidance, the amortizations period would be shortened to the earliest call date. This guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is still evaluating the impact of this guidance on its financial condition, results of operations, and cash flows.

In January, 2017, the FASB issued updated guidance that simplifies how an entity is required to test goodwill for impairment by eliminating the requirement to calculate the implied fair value of goodwill (i.e. Step 2 of the current goodwill impairment test). Under the new amendments, an entity may still first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized, if any. A goodwill impairment loss is recognized for the amount that the carrying amount of a reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. This guidance is effective for public business entities’ annual or interim goodwill impairment testing in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Although the Company is still evaluating the impact of this new guidance, the Company does not anticipate it will have a material impact on its financial condition, results of operations, or cash flows.

GLOBAL INDEMNITY LIMITED

In January, 2017, the FASB amended The Accounting Standards Codification to incorporate SEC Staff Announcements at the September 22, 2016 and November 17, 2016 Emerging Issues Task Force (EITF) Meetings. The announcement from September 22, 2016 specifically addresses Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606); ASU No. 2016-02, Leases (Topic 842); and ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and provides the SEC staff view that a registrant should evaluate ASUs that have not yet been adopted to determine the appropriate financial statement disclosures about the potential material effects of those ASUs on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact that adoption of the ASUs referenced in this announcement is expected to have on the financial statements, then in addition to making a statement to that effect, that registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact that the standard will have on the financial statements of the registrant when adopted. In this regard, the SEC staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies that the registrant expects to apply, if determined, and a comparison to the registrant’s current accounting policies. Also, a registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. This guidance, which is effective immediately, has been adopted by the Company.

In February, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new guidance increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Upon adoption, the Company expects to report higher assets and liabilities as a result of recognizing right-of-use assets and corresponding lease liabilities on the Consolidated Balance Sheets. The Company expects the new guidance to have minimal impact on the Consolidated Statement of Operations or Consolidated Statement of Cash Flows.

In June, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The new accounting guidance addresses the measurement of credit losses on financial instruments. For assets held at amortized cost basis, the new guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information for credit loss estimates. For available for sale debt securities, credit losses should be measured similar to current GAAP; however, the new guidance requires that credit losses be presented as an allowance rather than as a write-down and allows for the reversal of credit losses in the current period net income. This guidance is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application of this new guidance is permitted as of the fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. This guidance will be applied using a modified-retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is still evaluating the impact of this guidance on its financial condition, results of operations, and cash flows.

In May, 2014, the FASB issued (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Long and short duration insurance contracts, which comprise the majority of the Company’s revenues, are excluded from this accounting guidance. While insurance contracts are not within the scope of this guidance, the Company is currently still evaluating whether its revenue recognition policy for fee income will be impacted by this updated guidance. Fee income related to policies written by the Company was $1.1 million for the six months ended June 30, 2017. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Although the Company is still evaluating the impact of this new guidance, the Company does not anticipate it will have a material impact on its financial condition, results of operations, or cash flows.

GLOBAL INDEMNITY LIMITED

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of Global Indemnity included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see “Cautionary Note Regarding Forward-Looking Statements” at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Developments

On March 23, 2017, the Company issued Subordinated Notes due in 2047 in the aggregate principal amount of $120.0 million through an underwritten public offering. Pursuant to the underwriting agreement, the Company granted the underwriters a 30 day option to purchase up to an additional $18 million aggregate principal amount of the 2047 Notes solely to cover over-allotments, if any. On March 30, 2017, the underwriters exercised their over-allotment option in the amount of $10 million principal amount of the 2047 Notes. As a result, the aggregate principal amount of the 2047 Notes increased to $130.0 million. The sale of the 2047 Notes pursuant to the over-allotment option closed on March 30, 2017. See Note 7 of the notes to the consolidated financial statements in Item 1of Part I of this report for additional information on this debt issuance.

In April, 2017, the Company entered into a $50 million commitment to purchase an alternative investment vehicle comprised of stressed and distressed debt instruments. As of June 30, 2017, the Company has funded $16.5 million of this commitment leaving $33.5 million as unfunded.

Overview

The Company’s Commercial Lines segment distribute property and casualty insurance products through a group of approximately 120 professional general agencies that have limited quoting and binding authority, as well as a number of wholesale insurance brokers who in turn sell the Company’s insurance products to insureds through retail insurance brokers. Commercial Lines operates predominantly in the excess and surplus lines marketplace. The Company manages its Commercial Lines segment via product classifications. These product classifications are: 1) Penn-America, which includes property and general liability products for small commercial businesses distributed through a select network of wholesale general agents with specific binding authority; 2) United National, which includes property, general liability, and professional lines products distributed through program administrators with specific binding authority; and 3) Diamond State, which includes property, casualty, and professional lines products distributed through wholesale brokers and program administrators with specific binding authority.

The Company’s Personal Lines segment, via American Reliable, offers specialty personal lines and agricultural coverage through a group of approximately 270 agents, primarily comprised of wholesale general agents, with specific binding authority in the admitted marketplace.

The Company’s Reinsurance Operations consisting solely of the operations of Global Indemnity Reinsurance, provides reinsurance solutions through brokers and on a direct basis. Global Indemnity Reinsurance is a Bermuda based treaty reinsurer for specialty property and casualty insurance and reinsurance companies. Global Indemnity Reinsurance conducts business in Bermuda and is focused on using its capital capacity to write catastrophe-oriented placements and other niche or specialty-focused treaties meeting the Company’s risk tolerance and return thresholds.

The Company derives its revenues primarily from premiums paid on insurance policies that it writes and from income generated by its investment portfolio, net of fees paid for investment management services. The amount of insurance premiums that the Company receives is a function of the amount and type of policies it writes, as well as prevailing market prices.

The Company’s expenses include losses and loss adjustment expenses, acquisition costs and other underwriting expenses, corporate and other operating expenses, interest, investment expenses, and income taxes. Losses and loss adjustment expenses are estimated by management and reflect the Company’s best estimate of ultimate losses and costs arising during the reporting period and revisions of prior period estimates. The Company records its best estimate of losses and loss adjustment expenses considering both internal and external actuarial analyses of the estimated losses the Company expects to

GLOBAL INDEMNITY LIMITED

incur on the insurance policies it writes. The ultimate losses and loss adjustment expenses will depend on the actual costs to resolve claims. Acquisition costs consist principally of commissions and premium taxes that are typically a percentage of the premiums on the insurance policies the Company writes, net of ceding commissions earned from reinsurers. Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities. Corporate and other operating expenses are comprised primarily of outside legal fees, other professional and accounting fees, directors’ fees, management fees and salaries and benefits for company personnel whose services relate to the support of corporate activities. Interest expense is primarily comprised of amounts due on outstanding debt.

Critical Accounting Estimates and Policies

The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There have been no significant changes to any of these policies or underlying methodologies during the current year.

GLOBAL INDEMNITY LIMITED

Results of Operations

The following table summarizes the Company’s results for the quarters and six months ended June 30, 2017 and 2016:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Gross premiums written	$	143,894		$	154,319			(6.8	%)	$	267,645		$	295,685			(9.5	%)

Net premiums written	$	123,797		$	125,310			(1.2	%)	$	235,303		$	242,182			(2.8	%)

Net premiums earned	$	107,073		$	117,804			(9.1	%)	$	220,199		$	239,440			(8.0	%)
Other income		1,782			795			124.2	%		3,150			1,751			79.9	%

Total revenues		108,855			118,599			(8.2	%)		223,349			241,191			(7.4	%)
Losses and expenses:
Net losses and loss adjustment expenses		57,700			78,111			(26.1	%)		120,261			142,895			(15.8	%)
Acquisition costs and other underwriting expenses		43,457			48,542			(10.5	%)		90,008			100,632			(10.6	%)

Underwriting income (loss)		7,698			(8,054	)		195.6	%		13,080			(2,336	)		659.9	%
Net investment income		8,840			6,562			34.7	%		17,484			16,308			7.2	%
Net realized investment gains (losses)		(662	)		(3,492	)		81.0	%		113			(10,985	)		101.0	%
Corporate and other operating expenses		(3,361	)		(4,255	)		(21.0	%)		(6,415	)		(8,058	)		(20.4	%)
Interest expense		(4,762	)		(2,229	)		113.6	%		(7,229	)		(4,444	)		62.7	%

Income (loss) before income taxes		7,753			(11,468	)		167.6	%		17,033			(9,515	)		279.0	%
Income tax benefit		(2,336	)		(6,303	)		(62.9	%)		(5,338	)		(11,475	)		(53.5	%)

Net income (loss)	$	10,089		$	(5,165	)		295.3	%	$	22,371		$	1,960			NM

Underwriting Ratios:
Loss ratio (1):		53.9	%		66.3	%					54.6	%		59.7	%
Expense ratio (2)		40.6	%		41.2	%					40.9	%		42.0	%

Combined ratio (3)		94.5	%		107.5	%					95.5	%		101.7	%

(1)	The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net premiums earned.

(2)	The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net premiums earned.

(3)	The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.

GLOBAL INDEMNITY LIMITED

Premiums

The following table summarizes the change in premium volume by business segment:


	Quarters Ended June 30,				%			Six Months Ended June 30,				%
(Dollars in thousands)	2017		2016		Change			2017		2016		Change
Gross premiums written (1)
Personal Lines (3) (4)	$	69,572	$	84,210		(17.4	%)	$	131,589	$	164,361		(19.9	%)
Commercial Lines (4)		56,752		57,701		(1.6	%)		102,663		106,181		(3.3	%)
Reinsurance (5)		17,570		12,408		41.6	%		33,393		25,143		32.8	%

Total gross premiums written	$	143,894	$	154,319		(6.8	%)	$	267,645	$	295,685		(9.5	%)

Ceded premiums written
Personal Lines (4)	$	12,783	$	23,453		(45.5	%)	$	20,217	$	42,433		(52.4	%)
Commercial Lines (4)		7,313		5,542		32.0	%		12,109		11,056		9.5	%
Reinsurance (5)		1		14		NM			16		14		14.3	%

Total ceded premiums written	$	20,097	$	29,009		(30.7	%)	$	32,342	$	53,503		(39.6	%)

Net premiums written (2)
Personal Lines (4)	$	56,789	$	60,757		(6.5	%)	$	111,372	$	121,928		(8.7	%)
Commercial Lines (4)		49,439		52,159		(5.2	%)		90,554		95,125		(4.8	%)
Reinsurance (5)		17,569		12,394		41.8	%		33,377		25,129		32.8	%

Total net premiums written	$	123,797	$	125,310		(1.2	%)	$	235,303	$	242,182		(2.8	%)

Net premiums earned
Personal Lines (4)	$	53,171	$	61,018		(12.9	%)	$	111,834	$	123,360		(9.3	%)
Commercial Lines (4)		43,519		47,898		(9.1	%)		88,511		94,975		(6.8	%)
Reinsurance (5)		10,383		8,888		16.8	%		19,854		21,105		(5.9	%)

Total net premiums earned	$	107,073	$	117,804		(9.1	%)	$	220,199	$	239,440		(8.0	%)

(1)	Gross premiums written represent the amount received or to be received for insurance policies written without reduction for reinsurance costs or other deductions.

(2)	Net premiums written equal gross premiums written less ceded premiums written.

(3)

Includes business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement of $0.2 million and $10.1 million during the quarters ended June 30, 2017 and 2016, respectively, and $1.2 million and $23.6 million during the six months ended June 30, 2017 and 2016, respectively.

(4)	Includes business ceded to the Company’s Reinsurance Operations.

(5)	External business only, excluding business assumed from affiliates.

NM – not meaningful

Gross premiums written decreased by 6.8% and 9.5% for the quarter and six months ended June 30, 2017, respectively, as compared to same periods in 2016. Gross premiums written include business written by American Reliable that is ceded to insurance entities owned by Assurant under a 100% quota share reinsurance agreement in the amount of $0.2 million and $10.1 million for the quarters ended June 30, 2017 and 2016, respectively, and $1.2 million and $23.6 million for the six months ended June 30, 2017 and 2016, respectively. Excluding the business that is ceded 100% to insurance entities owned by Assurant, gross premiums written decreased by 0.3% and 2.1% for the quarter and six months ended June 30, 2017, respectively, as compared to same period in 2016. The decline is mainly due to the discontinuance of one unprofitable program within the Company’s Commercial Lines, a targeted reduction of catastrophe exposed business within the Company’s Personal Lines, and underwriting actions taken within the Company’s Personal Lines to improve profitability. This decline was partially offset by an increase in gross premiums written within the Company’s Reinsurance Operations due to a new mortgage insurance treaty written in the fourth quarter of 2016 as well as the introduction of a new program within the Company’s Commercial Lines.

GLOBAL INDEMNITY LIMITED

Net Retention

The ratio of net premiums written to gross premiums written is referred to as the Company’s net premium retention. The Company’s net premium retention is summarized by segments as follows:


	Quarters Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Personal Lines (1)		81.9	%		82.0	%		(0.2	)		85.4	%		86.6	%		(1.2	)
Commercial Lines		87.1	%		90.4	%		(3.3	)		88.2	%		89.6	%		(1.4	)
Reinsurance		100.0	%		99.9	%		0.1			100.0	%		99.9	%		0.1

Total (1)		86.1	%		86.9	%		(0.8	)		88.3	%		89.0	%		(0.7	)

(1)

Excludes business written by American Reliable that is ceded to insurance companies owned by Assurant under a 100% quota share reinsurance agreement $0.2 million and $10.1 million during the quarters ended June 30, 2017 and 2016, respectively, and $1.2 million and $23.6 million during the six months ended June 30, 2017 and 2016, respectively.

The net premium retention for the Commercial Lines segment for the quarter and six months ended June 30, 2017 decreased by 3.3 points and 1.4 points, respectively, as compared to the same period in 2016 primarily due to the Property Catastrophe Quota Share that became effective on April 15, 2017. Please see the Liquidity and Capital Resource section in Item 2 of Part I of this report for additional information on the Property Catastrophe Quota Share.

Net Premiums earned

Net premiums earned within the Personal Lines segment decreased by 12.9% and 9.3% for the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016 primarily due to a decline in gross premiums written as well as the ceding of additional premiums under the property catastrophe treaties. Property net premiums earned were $45.0 million and $52.7 million for the quarters ended June 30, 2017 and 2016, respectively, and $95.2 million and $106.6 million for the six months ended June 30, 2017 and 2016, respectively. Casualty net premiums earned were $8.2 million and $8.4 million for the quarters ended June 30, 2017 and 2016, respectively, and $16.6 million and $16.8 million for the six months ended June 30, 2017 and 2016, respectively.

Net premiums earned within the Commercial Lines segment decreased by 9.1% and 6.8% for the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016. The decline in net premiums earned was primarily due to the Company discontinuing one of its programs within the Commercial Lines as well as the Company ceding additional premiums under the new Property Catastrophe Quota Share agreement which was effective April 15, 2017. Property net premiums earned were $21.9 million and $25.9 million for the quarters ended June 30, 2017 and 2016, respectively, and $45.6 million and $52.2 million for the six months ended June 30, 2017 and 2016, respectively. Casualty net premiums earned were $21.6 million and $22.0 million for the quarters ended June 30, 2017 and 2016, respectively, and $42.9 million and $42.8 million for the six months ended June 30, 2017 and 2016, respectively.

Net premiums earned within the Reinsurance Operations segment increased by 16.8% for the quarter ended June 30, 2017 as compared to the same period in 2016. This increase was primarily due to a new mortgage treaty written in the fourth quarter of 2016 which is expected to earn out over an eight year period. Net premiums earned within the Reinsurance Operations segment decreased by 5.9% for the six months ended June 30, 2017 as compared to the same period in 2016 primarily due to reduced levels of property writings due to a competitive marketplace partially offset by the new mortgage treaty. Property net premiums earned were $9.2 million and $8.0 million for the quarters ended June 30, 2017 and 2016, respectively, and $17.5 million and $19.3 million for the six months ended June 30, 2017 and 2016, respectively. Casualty net premiums earned were $1.2 million and $0.9 million for the quarters ended June 30, 2017 and 2016, respectively, and $2.4 million and $1.8 million for the six months ended June 30, 2017 and 2016, respectively.

GLOBAL INDEMNITY LIMITED

Reserves

Management’s best estimate at June 30, 2017 was recorded as the loss reserve. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross and net reserves of $615.8 million and $511.5 million, respectively, as of June 30, 2017. A breakout of the Company’s gross and net reserves, excluding the effects of the Company’s intercompany pooling arrangements and intercompany stop loss and quota share reinsurance agreements, as of June 30, 2017 is as follows:


	Gross Reserves
(Dollars in thousands)	Case		IBNR (1)		Total
Commercial Lines	$	118,414	$	321,961	$	440,375
Personal Lines		40,840		66,228		107,068
Reinsurance Operations		16,596		51,724		68,320

Total	$	175,850	$	439,913	$	615,763


	Net Reserves (2)
(Dollars in thousands)	Case		IBNR (1)		Total
Commercial Lines	$	94,077	$	262,907	$	356,984
Personal Lines		29,954		56,458		86,412
Reinsurance Operations		16,596		51,526		68,122

Total	$	140,627	$	370,891	$	511,518

(1)	Losses incurred but not reported, including the expected future emergence of case reserves.

(2)	Does not include reinsurance receivable on paid losses.

Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical loss experience and management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net loss estimate of $145.7 million for claims occurring during the six months ended June 30, 2017:


			Severity Change
(Dollars in thousands)			-10%			-5%			0%			5%			10%
Frequency Change	-5	%	$	(21,127	)	$	(14,206	)	$	(7,285	)	$	(364	)	$	6,556
	-3	%		(18,504	)		(11,437	)		(4,371	)		2,695			9,762
	-2	%		(17,193	)		(10,053	)		(2,914	)		4,225			11,365
	-1	%		(15,881	)		(8,669	)		(1457	)		5,755			12,967
	0	%		(14,570	)		(7,285	)		—			7,285			14,570
	1	%		(13,259	)		(5,901	)		1,457			8,815			16,173
	2	%		(11,947	)		(4,517	)		2,914			10,345			17,775
	3	%		(10,636	)		(3,133	)		4,371			11,875			19,378
	5	%		(8,013	)		(364	)		7,285			14,934			22,584

The Company’s net reserves for losses and loss adjustment expenses of $511.5 million as of June 30, 2017 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.

Underwriting Results

The following table compares the Company’s combined ratios by segment:


	Quarters Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Personal Lines		115.1	%		114.6	%		111.4	%		106.6	%
Commercial Lines		74.3	%		103.5	%		81.1	%		100.8	%
Reinsurance		73.5	%		80.9	%		70.7	%		77.1	%

Total		94.5	%		107.5	%		95.5	%		101.7	%

GLOBAL INDEMNITY LIMITED

Personal Lines

The components of income and loss from the Company’s Personal Lines segment and corresponding underwriting ratios are as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017 (3)			2016 (3)			Change			2017 (3)			2016 (3)			Change
Gross premiums written (1)	$	69,572		$	84,210			(17.4	%)	$	131,589		$	164,361			(19.9	%)

Net premiums written	$	56,789		$	60,757			(6.5	%)	$	111,372		$	121,928			(8.7	%)

Net premiums earned	$	53,171		$	61,018			(12.9	%)	$	111,834		$	123,360			(9.3	%)
Other income		1,618			861			87.9	%		2,899			1,723			68.3	%

Total revenues		54,789			61,879			(11.5	%)		114,733			125,083			(8.3	%)
Losses and expenses:
Net losses and loss adjustment expenses		39,161			44,594			(12.2	%)		77,876			79,613			(2.2	%)
Acquisition costs and other underwriting expenses (2)		22,058			25,303			(12.8	%)		46,592			51,938			(10.3	%)

Underwriting income (loss)	$	(6,430	)	$	(8,018	)		(19.8	%)	$	(9,735	)	$	(6,468	)		50.5	%

Underwriting Ratios:
Loss ratio:
Current accident year		73.6	%		73.1	%					72.5	%		64.5	%
Prior accident year		0.0	%		—						(2.8	%)		—

Calendar year loss ratio		73.6	%		73.1	%					69.7	%		64.5	%
Expense ratio		41.5	%		41.5	%					41.7	%		42.1	%

Combined ratio		115.1	%		114.6	%					111.4	%		106.6	%

(1)

(2)

Includes excise tax related to cessions from the Company’s Personal Lines to its Reinsurance Operations of $0.3 million for both the quarters ended June 30, 2017 and 2016, and $0.6 million for both the six months ended June 30, 2017 and 2016.

(3)

Includes business ceded to the Company’s Reinsurance Operations.

GLOBAL INDEMNITY LIMITED

Reconciliation of non-GAAP financial measures and ratios

The table below reconciles the non-GAAP measures or ratios to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company’s underwriting performance as trends in the Company’s Personal Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.


	Quarters Ended June 30,											Six Months Ended June 30,
	2017						2016					2017						2016
	Losses $			Loss Ratio			Losses $		Loss Ratio			Losses $			Loss Ratio			Losses $		Loss Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)	$	21,737			48.3	%	$	24,555		46.6	%	$	46,394			48.7	%	$	48,169		45.2	%
Effect of prior accident year		780			1.7	%		—		—			(1,903	)		(2.0	%)		—		—

Non catastrophe property losses and ratio (2)	$	22,517			50.0	%	$	24,555		46.6	%	$	44,491			46.7	%	$	48,169		45.2	%

Catastrophe losses and ratio excluding the effect of prior accident year (1)	$	12,073			26.8	%	$	13,774		26.1	%	$	23,624			24.8	%	$	19,276		18.1	%
Effect of prior accident year		(814	)		(1.8	%)		—		—			(814	)		(0.9	%)		—		—

Catastrophe losses and ratio (2)	$	11,259			25.0	%	$	13,774		26.1	%	$	22,810			23.9	%	$	19,276		18.1	%

Total property losses and ratio excluding the effect of prior accident year (1)	$	33,810			75.1	%	$	38,329		72.7	%	$	70,018			73.5	%	$	67,445		63.3	%
Effect of prior accident year		(34	)		(0.1	%)		—		—			(2,717	)		(2.9	%)		—		—

Total property losses and ratio (2)	$	33,776			75.0	%	$	38,329		72.7	%	$	67,301			70.6	%	$	67,445		63.3	%

Casualty
Total Casualty losses and ratio excluding the effect of prior accident year (1)	$	5,328			65.0	%	$	6,265		74.9	%	$	11,043			66.5	%	$	12,168		72.4	%
Effect of prior accident year		57			0.7	%		—		—			(468	)		(2.8	%)		—		—

Total Casualty losses and ratio (2)	$	5,385			65.7	%	$	6,265		74.9	%	$	10,575			63.7	%	$	12,168		72.4	%

Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)	$	39,138			73.6	%	$	44,594		73.1	%	$	81,061			72.5	%	$	79,613		64.5	%
Effect of prior accident year		23			—			—		—			(3,185	)		(2.8	%)		—		—

Total net losses and loss adjustment expense and total loss ratio (2)	$	39,161			73.6	%	$	44,594		73.1	%	$	77,876			69.7	%	$	79,613		64.5	%

(1)	Non-GAAP measure / ratio

(2)	Most directly comparable GAAP measure / ratio

Premiums

See “Result of Operations” above for a discussion on premiums.

Other Income

Other income was $1.6 million and $0.9 million for the quarters ended June 30, 2017 and 2016, respectively, and $2.9 million and $1.7 million for the six months ended June 30, 2017 and 2016, respectively. Other income is primarily comprised of fee income on installments, commission income and accrued interest on the anticipated indemnification of unpaid loss and loss adjustment expense reserves. In accordance with a dispute resolution agreement between Global Indemnity Group, Inc. and American Bankers Group, Inc., former parent of American Reliable, any variance paid related to the loss indemnification will be subject to interest of 5% compounded semi-annually. The increase in other income is primarily the result of the Company increasing its estimate of unpaid losses and loss adjustment expenses that would be indemnified by $6.4 million and $9.5 million during the quarter and six months ended June 30, 2017, respectively.

GLOBAL INDEMNITY LIMITED

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Property losses
Catastrophe	$	12,073		$	13,774			(12.3	%)	$	23,624		$	19,276			22.6	%
Non-catastrophe		21,737			24,555			(11.5	%)		46,394			48,169			(3.7	%)

Property losses		33,810			38,329			(11.8	%)		70,018			67,445			3.8	%
Casualty losses		5,328			6,265			(15.0	%)		11,043			12,168			(9.2	%)

Total accident year losses	$	39,138		$	44,594			(12.2	%)	$	81,061		$	79,613			1.8	%

Current accident year loss ratio:
Property
Catastrophe		26.8	%		26.1	%					24.8	%		18.1	%
Non-catastrophe		48.3	%		46.6	%					48.7	%		45.2	%

Property loss ratio		75.1	%		72.7	%					73.5	%		63.3	%
Casualty loss ratio		65.0	%		74.9	%					66.5	%		72.4	%

Total accident year loss ratio		73.6	%		73.1	%					72.5	%		64.5	%

The current accident year catastrophe loss ratio increased by 0.7 points and 6.7 points during the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016 due to higher losses in the agriculture reserve category from convective storms in 2017.

The current accident year non-catastrophe property loss ratio increased by 1.7 points and 3.5 points during the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016. The increase in the loss ratio is driven primarily from higher claims frequency and severity in both the first and second accident quarters of 2017 compared to the same accident quarters last year.

The current accident year casualty loss ratio improved by 9.9 points and 5.9 points during the quarter and six months ended June 30, 2017 as compared to the same period in 2016. The decrease in loss ratio is driven primarily from lower claims frequency and severity compared to the same period last year.

The calendar year loss ratio for the quarter and six months ended June 30, 2017 includes an increase of $0.02 million, or 0.0 percentage points, and a decrease of $3.2 million, or 2.8 percentage points, respectively, related to reserve development on prior accident years. There were no changes to net prior accident year losses during the quarter and six months ended June 30, 2016. Please see Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratios

The expense ratio for the Company’s Personal Lines was 41.5% for both the quarters ended June 30, 2017 and 2016.

The expense ratio improved 0.4 points from 42.1% for the six months ended June 30, 2016 to 41.7% for the six months ended June 30, 2017.

GLOBAL INDEMNITY LIMITED

Commercial Lines

The components of income from the Company’s Commercial Lines segment and corresponding underwriting ratios are as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017 (2)			2016 (2)			Change			2017 (2)			2016 (2)			Change
Gross premiums written	$	56,752		$	57,701			(1.6	%)	$	102,663		$	106,181			(3.3	%)

Net premiums written	$	49,439		$	52,159			(5.2	%)	$	90,554		$	95,125			(4.8	%)

Net premiums earned	$	43,519		$	47,898			(9.1	%)	$	88,511		$	94,975			(6.8	%)
Other income		78			—			NM			78			—			NM

Total revenues		43,597			47,898			(9.0	%)		88,589			94,975			(6.7	%)
Losses and expenses:
Net losses and loss adjustment expenses		14,169			29,805			(52.5	%)		34,593			54,965			(37.1	%)
Acquisition costs and other underwriting expenses (1)		18,142			19,764			(8.2	%)		37,161			40,736			(8.8	%)

Underwriting income (loss)	$	11,286		$	(1,671	)		NM		$	16,835		$	(726	)		NM

Underwriting Ratios:
Loss ratio:
Current accident year		64.0	%		76.3	%					60.5	%		70.9	%
Prior accident year		(31.4	%)		(14.1	%)					(21.4	%)		(13.0	%)

Calendar year loss ratio		32.6	%		62.2	%					39.1	%		57.9	%
Expense ratio		41.7	%		41.3	%					42.0	%		42.9	%

Combined ratio		74.3	%		103.5	%					81.1	%		100.8	%

NM – not meaningful

(1)

Includes excise tax related to cessions from the Company’s Commercial Lines to its Reinsurance Operations of 0.1 million for both the quarters ended June 30, 2017 and 2016, and $0.2 million and $0.3 million for the six months ended June 30, 2017 and 2016, respectively.

(2)

Includes business ceded to the Company’s Reinsurance Operations.

GLOBAL INDEMNITY LIMITED

Reconciliation of non-GAAP financial measures and ratios

The table below reconciles the non-GAAP measures or ratios to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP measures or ratios are useful to investors when evaluating the Company’s underwriting performance as trends in the Company’s Commercial Lines may be obscured by prior accident year adjustments. These non-GAAP measures or ratios should not be considered as a substitute for its most directly comparable GAAP measure or ratio and does not reflect the overall underwriting profitability of the Company.


	Quarters Ended June 30,												Six Months Ended June 30,
	2017						2016						2017						2016
	Losses $			Loss Ratio			Losses $			Loss Ratio			Losses $			Loss Ratio			Losses $			Loss Ratio
Property
Non catastrophe property losses and ratio excluding the effect of prior accident year (1)	$	11,541			52.7	%	$	16,268			62.9	%	$	21,673			47.6	%	$	30,840			59.1	%
Effect of prior accident year		(3,432	)		(15.7	%)		8			—			(3,667	)		(8.0	%)		(1,533	)		(2.9	%)

Non catastrophe property losses and ratio (2)	$	8,109			37.0	%	$	16,276			62.9	%	$	18,006			39.6	%	$	29,307			56.2	%

Catastrophe losses and ratio excluding the effect of prior accident year (1)	$	2,361			10.8	%	$	6,903			26.7	%	$	5,259			11.5	%	$	10,663			20.4	%
Effect of prior accident year		(89	)		(0.4	%)		301			1.2	%		(1,548	)		(3.4	%)		301			0.6	%

Catastrophe losses and ratio (2)	$	2,272			10.4	%	$	7,204			27.9	%	$	3,711			8.1	%	$	10,964			21.0	%

Total property losses and ratio excluding the effect of prior accident year (1)	$	13,902			63.5	%	$	23,171			89.6	%	$	26,932			59.1	%	$	41,503			79.5	%
Effect of prior accident year		(3,521	)		(16.1	%)		309			1.2	%		(5,215	)		(11.4	%)		(1,232	)		(2.3	%)

Total property losses and ratio (2)	$	10,381			47.4	%	$	23,480			90.8	%	$	21,717			47.7	%	$	40,271			77.2	%

Casualty
Total Casualty losses and ratio excluding the effect of prior accident year (1)	$	13,937			64.4	%	$	13,365			60.7	%	$	26,582			61.9	%	$	25,789			60.2	%
Effect of prior accident year		(10,149	)		(46.9	%)		(7,040	)		(32.0	%)		(13,706	)		(31.9	%)		(11,095	)		(25.9	%)

Total Casualty losses and ratio (2)	$	3,788			17.5	%	$	6,325			28.7	%	$	12,876			30.0	%	$	14,694			34.3	%

Total
Total net losses and loss adjustment expense and total loss ratio excluding the effect of prior accident year (1)	$	27,839			64.0	%	$	36,536			76.3	%	$	53,514			60.5	%	$	67,292			70.9	%
Effect of prior accident year		(13,670	)		(31.4	%)		(6,731	)		(14.1	%)		(18,921	)		(21.4	%)		(12,327	)		(13.0	%)

Total net losses and loss adjustment expense and total loss ratio (2)	$	14,169			32.6	%	$	29,805			62.2	%	$	34,593			39.1	%	$	54,965			57.9	%

(1)	Non-GAAP measure / ratio

(2)	Most directly comparable GAAP measure / ratio

Premiums

See “Result of Operations” above for a discussion on premiums.

GLOBAL INDEMNITY LIMITED

Loss Ratio

The current accident year losses and loss ratio is summarized as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Property losses
Catastrophe	$	2,361		$	6,903			(65.8	%)	$	5,259		$	10,663			(50.7	%)
Non-catastrophe		11,542			16,268			(29.1	%)		21,672			30,840			(29.7	%)

Property losses		13,903			23,171			(40.0	%)		26,931			41,503			(35.1	%)
Casualty losses		13,936			13,365			4.3	%		26,583			25,789			3.1	%

Total accident year losses	$	27,839		$	36,536			(23.8	%)	$	53,514		$	67,292			(20.5	%)

Current accident year loss ratio:
Property
Catastrophe		10.8	%		26.7	%					11.5	%		20.4	%
Non-catastrophe		52.7	%		62.9	%					47.6	%		59.1	%

Property loss ratio		63.5	%		89.6	%					59.1	%		79.5	%
Casualty loss ratio		64.4	%		60.7	%					61.9	%		60.2	%

Total accident year loss ratio		64.0	%		76.3	%					60.5	%		70.9	%

The current accident year catastrophe loss ratio improved by 15.9 points and 8.9 points during the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016 primarily due to lower claims frequency and severity in 2017.

The current accident year non-catastrophe property loss ratio improved by 10.2 points and 11.5 points during the quarter and six months ended June 30, 2017 as compared to the same period in 2016. The improvement in the loss ratio reflects lower reported claims frequency in both the first and second accident quarters of 2017 compared to the same accident quarters last year.

The current accident year casualty loss ratio increased by 3.7 points and 1.7 points during the quarter and six months ended June 30, 2017, respectively, as compared to the same period in 2016. The increase in the loss ratio is driven primarily by higher development in claims frequency and severity in the 1^st accident quarter as compared to the same period last year.

The calendar year loss ratio for the quarter and six months ended June 30, 2017 includes a decrease of $13.7 million, or 31.4 percentage points, and a decrease of $18.9 million, or 21.4 percentage points, respectively, related to reserve development on prior accident years. The calendar year loss ratio for the quarter and six months ended June 30, 2016 includes a decrease of $6.7 million, or 14.1 percentage points and a decrease of $12.3 million, or 13.0 percentage points, respectively, related to reserve development on prior accident years. Please see Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratios

The expense ratio for the Company’s Commercial Lines increased by 0.4 points from 41.3% for the quarter ended June 30, 2016 to 41.7% for the quarter ended June 30, 2017. The expense ratio improved 0.9 points from 42.9% for the six months ended June 30, 2016 to 42.0% for the six months ended June 30, 2017.

GLOBAL INDEMNITY LIMITED

Reinsurance Operations

The components of income from the Company’s Reinsurance Operations segment and corresponding underwriting ratios are as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017 (1)			2016 (1)			Change			2017 (1)			2016 (1)			Change
Gross premiums written	$	17,570		$	12,408			41.6	%	$	33,393		$	25,143			32.8	%

Net premiums written	$	17,569		$	12,394			41.8	%	$	33,377		$	25,129			32.8	%

Net premiums earned	$	10,383		$	8,888			16.8	%	$	19,854		$	21,105			(5.9	%)
Other income		86			(66	)		NM			173			28			NM

Total revenues		10,469			8,822			18.7	%		20,027			21,133			(5.2	%)
Losses and expenses:
Net losses and loss adjustment expenses		4,370			3,712			17.7	%		7,792			8,317			(6.3	%)
Acquisition costs and other underwriting expenses		3,257			3,475			(6.3	%)		6,255			7,958			(21.4	%)

Underwriting income (loss)	$	2,842		$	1,635			73.8	%	$	5,980		$	4,858			23.1	%

Underwriting Ratios:
Loss ratio:
Current accident year (2)		58.0	%		66.4	%					56.0	%		54.5	%
Prior accident year		(15.9	%)		(24.6	%)					(16.8	%)		(15.1	%)

Calendar year loss ratio (3)		42.1	%		41.8	%					39.2	%		39.4	%
Expense ratio		31.4	%		39.1	%					31.5	%		37.7	%

Combined ratio		73.5	%		80.9	%					70.7	%		77.1	%

NM – not meaningful

(1)	External business only, excluding business assumed from affiliates.

(2)	Non-GAAP ratio

(3)	Most directly comparable GAAP ratio

Reconciliation of non-GAAP financial ratios

The table above reconciles the non-GAAP ratios to its most directly comparable GAAP ratio. The Company believes the non-GAAP ratios are useful to investors when evaluating the Company’s underwriting performance as trends in the Company’s Reinsurance Operations may be obscured by prior accident year adjustments. These non-GAAP ratios should not be considered as a substitute for its most directly comparable GAAP ratio and does not reflect the overall underwriting profitability of the Company.

Premiums

See “Result of Operations” above for a discussion on premiums.

Other Income

Reinsurance Operations recognized income of $0.09 million and a loss of $0.07 million for the quarters ended June 30, 2017 and 2016, respectively and income of $0.2 million and $0.03 million for the six months ended June 30, 2017 and 2016, respectively. Other income is comprised of foreign exchange gains and losses.

Loss Ratio

The current accident year loss ratio improved by 8.4 points during the quarter ended June 30, 2017 as compared to the same period in 2016 mainly due to lower catastrophe activity during the 2^nd quarter of 2017 compared to the same quarter last year.

GLOBAL INDEMNITY LIMITED

The current accident year loss ratio increased by 1.5 points during the six months ended June 30, 2017 as compared to the same period in 2016. This increase was mainly attributable to the mix of business changing as the professional liability contracts have become a larger percent of the total earned premium and these contracts are booked to a higher ultimate loss ratio than the property contracts.

The calendar year loss ratio for the quarter and six months ended June 30, 2017 includes a decrease of $1.7 million, or 15.9 percentage points, and a decrease of $3.3 million or 16.8 percentage points, respectively, related to reserve development on prior accident years. The calendar year loss ratio for the quarter and six months ended June 30, 2016 includes a decrease of $2.2 million, or 24.6 percentage points and a decrease of $3.2 million, or 15.1 percentage points, respectively, related to reserve development on prior accident years. Please see Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.

Expense Ratio

The expense ratio for the Company’s Reinsurance Operations improved by 7.7 points from 39.1% for the quarter ended June 30, 2016 to 31.4% for the quarter ended June 30, 2017. The expense ratio for the Company’s Reinsurance Operations improved by 6.2 points from 37.7% for the six months ended June 30, 2016 to 31.5% for the six months ended June 30, 2017. The improvement in the expense ratio is primarily due to receiving a federal excise tax refund related to prior years partially offset by an increase in commission expense due to the mix of business.

Unallocated Corporate Items

Net Investment Income


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Gross investment income (1)	$	9,565		$	9,034			5.9	%	$	19,009		$	19,511			(2.6	%)
Investment expenses		(725	)		(2,472	)		(70.7	%)		(1,525	)		(3,203	)		(52.4	%)

Net investment income	$	8,840		$	6,562			34.7	%	$	17,484		$	16,308			(7.2	%)

(1)	Excludes realized gains and losses

Gross investment income increased by 5.9% for the quarter ended June 30, 2017 and decreased 2.6% for the six months ended June 30, 2017, as compared with the same periods in 2016. The increase for the quarter ended was primarily due to an increase in yield within the fixed maturities portfolio. The decrease for the six months ended was primarily due to a decrease in income related to the Company’s limited partnership investments.

Investment expenses decreased by 70.7% and 52.4% for the quarter and six months ended June 30, 2017, as compared with the same periods in 2016. The decrease is mainly attributable to $1.5 million in upfront fees paid in 2016 to enter into a new investment in middle market corporate debt and equity investments in limited liability companies.

At June 30, 2017, the Company held agency mortgage-backed securities with a market value of $50.5 million. Excluding the agency mortgage-backed securities, the average duration of the Company’s fixed maturities portfolio was 3.3 years as of June 30, 2017, compared with 2.0 years as of June 30, 2016. Including cash and short-term investments, the average duration of the Company’s fixed maturities portfolio, excluding agency mortgage-backed securities, was 3.0 years as of June 30, 2017, compared with 1.9 years as of June 30, 2016. Changes in interest rates can cause principal payments on certain investments to extend or shorten which can impact duration. At June 30, 2017, the Company’s embedded book yield on its fixed maturities, not including cash, was 2.7% compared with 2.2% at June 30, 2016. The embedded book yield on the $123.3 million of municipal bonds in the Company’s portfolio, which includes $96.8 million of taxable municipal bonds, was 3.0% at June 30, 2017, compared to an embedded book yield of 2.7% on the Company’s municipal bond portfolio of $179.3 million at June 30, 2016.

GLOBAL INDEMNITY LIMITED

Net Realized Investment Gains (Losses)

The components of net realized investment gains (losses) for the quarters and six months ended June 30, 2017 and 2016 were as follows:


	Quarters Ended June 30,						%			Six Months Ended June 30,						%
(Dollars in thousands)	2017			2016			Change			2017			2016			Change
Common stock	$	1,215		$	1,697			(28.4	%)	$	1,790		$	4,067			(56.0	%)
Fixed maturities		524			602			(13.0	%)		661			767			(13.8	%)
Interest rate swap		(1,823	)		(4,574	)		60.1	%		(1,650	)		(13,552	)		87.8	%
Other than temporary impairment losses		(578	)		(1,217	)		52.5	%		(688	)		(2,267	)		69.7	%

Net realized investment gains (losses)	$	(662	)	$	(3,492	)		81.0	%	$	113		$	(10,985	)		101.0	%

See Note 2 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters and six months ended June 30, 2017 and 2016.

Corporate and Other Operating Expenses

Corporate and other operating expenses consist primarily of outside legal fees, other professional fees, directors’ fees, management fees, salaries and benefits for holding company personnel, development costs for new products, and taxes incurred which are not directly related to operations. Corporate and other operating expenses were $3.4 million and $4.3 million during the quarters ended June 30, 2017 and 2016, respectively and $6.4 million and $8.1 million during the six months ended June 30, 2017 and 2016, respectively. This decrease is primarily due to incurring cost in connection with the re-domestication in 2016 which the Company did not incur in 2017.

Interest Expense

Interest expense increased 113.6% and 62.7% during the quarter and six months ended June 30, 2017 as compared to the same period in 2016. This increase is primarily due to the Company’s $130 million debt offering in March, 2017. See Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for details on the Company’s debt.

Income Tax Benefit

The income tax benefit was $2.3 million for the quarter ended June 30, 2017 compared with income tax benefit of $6.3 million for the quarter ended June 30, 2016. This reduction in the income tax benefit is primarily due to losses incurred in the Company’s U.S. operations for the quarter ended June 30, 2016 as compared to a gain in 2017.

The income tax benefit was $5.3 million for the six months ended June 30, 2017 compared with income tax benefit of $11.5 million for the quarter ended June 30, 2016. The Company incurred a higher capital loss on its derivative instrument during the six months ended June 30, 2016 compared to 2017 which contributed to a higher income tax benefit rate for the six months ended June 30, 2016.

See Note 5 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.

Net Income (Loss)

The factors described above resulted in net income of $10.1 million and a net loss of $5.2 million for the quarters ended June 30, 2017 and 2016, respectively, and net income of $22.4 million and $2.0 million for the six months ended June 30, 2017 and 2016, respectively.

GLOBAL INDEMNITY LIMITED

Liquidity and Capital Resources

Sources and Uses of Funds

Global Indemnity is a holding company. Its principal asset is its ownership of the shares of its direct and indirect subsidiaries, including those of its U.S. insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, Penn-Patriot Insurance Company, and American Reliable Insurance Company; and its Reinsurance Operations: Global Indemnity Reinsurance.

The principal sources of cash that Global Indemnity requires to meet its short term and long term liquidity needs, including the payment of corporate expenses, debt service payments, and share repurchases includes dividends, other permitted disbursements from its direct and indirect subsidiaries, reimbursement for equity awards granted to employees and intercompany borrowings. The principal sources of funds at these direct and indirect subsidiaries include underwriting operations, investment income, and proceeds from sales and redemptions of investments. Funds are used principally by these operating subsidiaries to pay claims and operating expenses, to make debt payments, fund margin requirements on interest rate swap agreements, to purchase investments, and to make dividend payments. The future liquidity of Global Indemnity is dependent on the ability of its subsidiaries to pay dividends.

On October 29, 2015, Global Indemnity acquired rights, expiring December 31, 2019, to redeem an additional 3,397,031 ordinary shares for $78.1 million, which is subject to an annual 3% increase. As of June 30, 2017, the Company had future funding commitments of $60.9 million related to investments. The timing of commitments related to investments is uncertain. Other than the impact of this potential redemption and the Company’s future funding commitments related to investments, Global Indemnity has no commitments that could have a material impact on its short-term or long-term liquidity needs.

Global Indemnity’s U.S. insurance companies are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company within the Insurance Operations that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation—Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2016 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 19 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2016 Annual Report on Form 10-K for further information on dividend limitations related to the U.S. Insurance Companies. During the quarter ended June 30, 2017, the United National insurance companies, the Penn-America insurance companies, and American Reliable declared dividends of $17.8 million, $7.9 million, and $3.3 million, respectively, which currently have not been paid. During the six months ended June 30, 2017, United National Insurance Company paid a $35.0 million dividend, which was previously declared, to its parent company, American Insurance Services, Inc.

For 2017, the Company believes that Global Indemnity Reinsurance, including distributions it could receive from its subsidiaries, should have sufficient liquidity and solvency to pay dividends. Global Indemnity Reinsurance is prohibited, without the approval of the Bermuda Monetary Authority (“BMA”), from reducing by 15% or more its total statutory capital as set out in its previous year’s statutory financial statements, and any application for such approval must include such information as the BMA may require. See “Regulation—Bermuda Insurance Regulation” in Item 1 of Part I of the Company’s 2016 Annual Report on Form 10-K. Global Indemnity Reinsurance did not declare or pay any dividends during the quarter or six months ended June 30, 2017.

Cash Flows

Sources of operating funds consist primarily of net premiums written and investment income. Funds are used primarily to pay claims and operating expenses and to purchase investments.

The Company’s reconciliation of net income to cash used for operations is generally influenced by the following:

•

the fact that the Company collects premiums, net of commissions, in advance of losses paid;

•

the timing of the Company’s settlements with its reinsurers; and

•

the timing of the Company’s loss payments.

Net cash used for operating activities was $5.2 million for the six months ended June 30, 2017 and net cash provided by operating activities was $4.0 million for the six months ended June 30, 2016. The decrease in operating cash flows of approximately $9.2 million from the prior year was primarily a net result of the following items:


	Six Months Ended June 30,
(Dollars in thousands)	2017			2016			Change
Net premiums collected	$	225,896		$	244,962		$	(19,066	)
Net losses paid		(128,689	)		(138,863	)		10,174
Underwriting and corporate expenses		(113,702	)		(115,671	)		1,969
Net investment income		15,776			18,188			(2,412	)
Net federal income taxes paid		(103	)		(217	)		114
Interest paid		(4,352	)		(4,383	)		31

Net cash used for operating activities	$	(5,174	)	$	4,016		$	(9,190	)

See the consolidated statement of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.

Liquidity

Property Catastrophe Quota Share

Effective April 15, 2017, the Company entered into an agreement to cede 50% of its property catastrophe losses for all single occurrences over $3 million up to a loss of $40 million. This treaty has an aggregate limit of $60 million and will expire on June 1, 2018.

Public Debt Offering

On March 23, 2017, the Company issued the 7.875% Subordinated Notes due 2047 in the aggregate principal amount of $120.0 million through an underwritten public offering. Pursuant to the underwriting agreement, the Company granted the underwriters a 30 day option to purchase up to an additional $18 million aggregate principal amount of the 2047 Notes solely to cover over-allotments, if any. On March 30, 2017, the underwriters exercised their over-allotment option in the amount of $10 million principal amount of the 2047 Notes. As a result, the aggregate principal amount of the 2047 Notes increased to $130.0 million. The sale of the 2047 Notes pursuant to the over-allotment option closed on March 30, 2017.

Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the six months ended June 30, 2017. Please see Item 7 of Part II in the Company’s 2016 Annual Report on Form 10-K for information regarding the Company’s liquidity.

Capital Resources

During the first quarter of 2017, Global Indemnity made a capital contribution in the amount of $96.0 million to its subsidiary, Global Indemnity (Gibraltar) Limited. Through a series of additional capital contributions and repayment of certain intercompany balances, U.A.I. (Luxembourg) IV S.à.r.l. was the ultimate recipient of this capital contribution in the amount of $93.5 million.

Global Indemnity Group, Inc. issued a promissory note in the amount of $120.0 million to U.A.I. (Luxembourg) Investment S.à.r.l. during the first quarter of 2017. This note bears interest at a rate of 8.15% and matures in 2047.

Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s capital resources during the six months ended June 30, 2017. Please see Item 7 of Part II in the Company’s 2016 Annual Report on Form 10-K for information regarding the Company’s capital resources.

Contractual Obligations

The Company has commitments in the form of operating leases, commitments to fund limited liability investments, subordinated notes, and unpaid losses and loss expense obligations. As of June 30, 2017, contractual obligations related to Global Indemnity’s commitments, including any principal and interest payments, were as follows:


			Payment Due by Period
(Dollars in thousands)	Total		Less than 1 year		1 – 3 years		3 -5 years		More than 5 years
Operating leases (1)	$	7,049	$	3,237	$	3,787	$	25	$	—
Commitments to fund limited partnership investments (2)		60,900		60,900		—		—		—
Subordinated notes due 2045 (3)		318,938		7,750		15,500		15,500		280,188
Subordinated notes due 2047 (4)		437,125		10,238		20,475		20,475		385,937
Unpaid losses and loss adjustment expenses obligations (5)		615,763		251,231		215,517		77,586		71,429

Total	$	1,439,775	$	333,356	$	255,279	$	113,586	$	737,554

(1)

The Company leases office space and equipment as part of its normal operations. The amounts shown above represent future commitments under such operating leases.

(2)

Represents future funding commitment of the Company’s participation in three separate limited partnership investments. See Note 10 of the notes to the consolidated financial statements in Item 1 of Part I of this report for additional information on these commitments

(3)

Represents the Subordinated Notes due in 2045 in the aggregate principal amount of $100.0 million through an underwritten public offering. The notes bear interest at an annual rate equal to 7.75% payable quarterly. Please see Note 12 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2016 Annual Report on Form 10-K for more information on the Company’s 7.75% subordinated note due 2045.

(4)

Represents the Subordinated Notes due in 2047 in the aggregate principal amount of $130.0 million through an underwritten public offering. The notes bear interest at an annual rate equal to 7.875% payable quarterly. See Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for additional information on the 2047 Subordinated Notes.

(5)

These amounts represent the gross future amounts needed to pay losses and related loss adjustment expenses and do not reflect amounts that are expected to be recovered from the Company’s reinsurers.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may include forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended, that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.

The Company’s business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. See “Risk Factors” in Item 1A of Part I in the Company’s 2016 Annual Report on Form 10-K for risks, uncertainties and other factors that could cause actual results and experience to differ from those projected. The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

GLOBAL INDEMNITY LIMITED

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For the quarter ending June 30, 2017, global equities rallied for the fifth consecutive quarter. Despite heightened geopolitical risk and European political uncertainty, risk assets remained resilient as solid global economic data and strong year-over-year corporate earnings growth bolstered investors’ optimism. Market participants breathed a sigh of relief in May after independent centrist Emmanuel Macron won the French presidential election by a large margin, a victory widely seen as supportive for the stability of the European Union. Continued evidence of an upswing in global growth helped to maintain bullish sentiment. Monetary policy developments among developed markets turned marginally more hawkish during the period. The Fed hiked rates in June, projected an additional hike later in 2017, and laid out a plan for tapering its asset purchases. US equities posted positive results for the seventh straight quarter. Plunging oil prices, heightened political risk, and a rate hike from the Fed were not enough to derail the eight-year-old market rally. Within the S&P 500, nine of the 11 sectors posted positive results. Health care was the best-performing sector.

Global fixed income markets generated strong gains in the second quarter as bouts of elevated political uncertainty kept a lid on government bond yields. Despite concerns about prospects for retailers, particularly in the US, generally solid corporate earnings and continued demand for yield-producing assets supported credit markets, and spreads tightened further. In the US, political controversies — in particular, the ongoing investigation into alleged involvement by Russia in the 2016 presidential election — led to a short-lived dip in risk assets. Elections in France and the UK presented potential sources of volatility, but proved benign in the aftermath. Most currencies strengthened versus the US dollar as market participants seemed doubtful that the US Federal Reserve would deliver on its projected tightening path.

The Company’s investment grade fixed income portfolio continues to maintain high quality with an A+ average rating. The duration of the portfolio was extended to 3.1 years during the quarter. Portfolio purchases were focused within U.S. corporate bonds and CMBS. These purchases were funded primarily through sales of U.S. credit, ABS, and MBS, as well as maturities and paydowns. During the second quarter, the portfolio’s allocation to U.S. corporate bonds increased and the allocation to ABS decreased.

There have been no other material changes to the Company’s market risk since December 31, 2016. Please see Item 7A of Part II in the Company’s 2016 Annual Report on Form 10-K for information regarding the Company’s market risk.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2017. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2017, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

GLOBAL INDEMNITY LIMITED

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.

Item 1A.

Risk Factors

The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2016 Annual Report on Form 10-K, filed with the SEC on March 10, 2017 and the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2017. The risk factors identified therein have not materially changed.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s Share Incentive Plan allows employees to surrender the Company’s A ordinary shares as payment for the tax liability incurred upon the vesting of restricted stock. There were 586 shares surrendered by the Company’s employees during the quarter ended June 30, 2017. All A ordinary shares surrendered by the employees by the Company are held as treasury stock and recorded at cost until formally retired.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

On August 8, 2017, the Company’s subsidiary, Global Indemnity Group, Inc. and William J. Devlin, Jr. amended Mr. Devlin’s executive employment agreement to allow for the vesting of any unvested A ordinary shares held by Mr. Devlin upon a change in control of the Company, as defined in the amendment.

On August 8, 2017, the Company and Stephen Green amended Mr. Green’s executive employment term sheet to allow for the vesting of any unvested A ordinary shares held by Mr. Green upon a change in control of the Company, as defined in the amendment.

GLOBAL INDEMNITY LIMITED

Item 6.

Exhibits


10.1+		Amendment to the Executive Employment Agreement with William J. Devlin, Jr., dated August 8, 2017.

10.2+		Amendment to the Executive Employment Agreement with Stephen Green, dated August 8, 2017.

31.1+		Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+		Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1+		The following financial information from Global Indemnity Limited’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016; (ii) Consolidated Statements of Operations for the quarters and six months ended June 30, 2017 and 2016; (iii) Consolidated Statements of Comprehensive Income for the quarters and six months ended June 30, 2017 and 2016; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2017 and the year ended December 31, 2016; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016; and (vi) Notes to Consolidated Financial Statements.

+	Filed or furnished herewith, as applicable.

GLOBAL INDEMNITY LIMITED

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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