Global Indemnity Group, LLC 10-K

Item 9A. 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 Principal 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 its Principal Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of disclosure controls and procedures as of December 31, 2023. Based upon that evaluation and subject to the foregoing, the Principal Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the design and operation of the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the consolidated financial statements of the Company in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company's management and Directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the Company's internal control over financial reporting as of December 31, 2023. The standard measures adopted by management in making its evaluation are the measures in the Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based upon its assessment, management has concluded that the Company's internal control over financial reporting was effective at December 31, 2023, and that there were no material weaknesses in the Company's internal control over financial reporting as of that date. Ernst & Young, LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements contained in this Form 10-K, has issued its report on the effectiveness of the Company's internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” on page 126. 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 December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. 125 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Global Indemnity Group, LLC Opinion on Internal Control Over Financial Reporting We have audited Global Indemnity Group, LLC’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Global Indemnity Group, LLC (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations , comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report dated March 15, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Philadelphia, Pennsylvania March 15, 2024 126 Item 9B. OTHER INFORMATION None Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 127 PART III Item 10. DIRECTORS, EXECUTIVE OFF ICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference to, and will be contained in, the Company’s definitive proxy statement relating to the 2024 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (“2024 Proxy Statement”). Item 11. EXECUTIV E COMPENSATION The information required by this Item is incorporated by reference to, and will be contained in, the Company’s 2024 Proxy Statement. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference to, and will be contained in, the Company’s 2024 Proxy Statement. Item 13. CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference to, and will be contained in, the Company’s 2024 Proxy Statement. Item 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES The information required by this Item is incorporated by reference to, and will be contained in, the Company’s 2024 Proxy Statement. 128 PART IV Item 15. EXHIBITS AND FINANC IAL STATEMENT SCHEDULES The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. The following documents are filed as part of this report: (a)(1) The Financial Statements listed in the accompanying index on page 72 are filed as part of this report. (a)(2) The Financial Statement Schedules listed in the accompanying index on page 72 are filed as part of this report. Exhibit No. Description 3.1 Share Designation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File No. 001-34809)). 3.2 Second Amended and Restated LLC Agreement of Global Indemnity Group, LLC (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 4.1+ Description of Securities 4.2 Indenture, dated as of August 12, 2015, by and between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 12, 2015) (File No. 001-34809)). 4.3 First Supplemental Indenture, dated November 7, 2016, among Global Indemnity Limited, Global Indemnity plc and Wells Fargo Bank, National Association, as Trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 4.4 Officers’ Certificate, dated August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated August 12, 2015 (File No. 001-34809)). 4.5 Second Supplemental Indenture, dated as of March 23, 2017, among Global Indemnity Limited, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated March 23, 2017 (File No. 001-34809)). 4.6 Form of 7.875% Subordinated Notes due 2047 (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-34809)). 4.7 Third Supplemental Indenture, dated as of April 25, 2018, by and among the Company, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated April 25, 2018 (File No. 001-34809)). 4.8 Fourth Supplemental Indenture, dated as of August 28, 2020, among Global Indemnity Limited, GBLI Holdings, LLC, New CayCo, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 4.9 Fifth Supplemental Indenture, dated as of August 28, 2020, among New CayCo, GBLI Holdings, LLC, Global Indemnity Group, LLC, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 10.1* Second Amended and Restated Management Agreement, dated May 6, 2020, by and among Global Indemnity Limited and Fox Paine & Company, LLC (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2020 (File No. 001-34809)). 10.2* Third Amended and Restated Management Agreement, dated as of August 28, 2020, by and between Global Indemnity Group, LLC and Fox Paine & Company, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 129 10.3* Management Agreement, dated as of September 5, 2003, by and among United National Group, Ltd., Fox Paine & Company, LLC and The AMC Group, L.P. with related Indemnity Letter (incorporated by reference to Exhibit 10.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-108857) filed on October 28, 2003)(File No. 000-50511)). 10.4* Global Indemnity Limited Share Incentive Plan, as amended and restated and effective as of November 7, 2016 (incorporated by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 10.5* Global Indemnity Limited 2018 Share Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s current Report on Form 8-K dated June 14, 2018 (File No. 001-34809)). 10.6* Amended and Restated Global Indemnity Group, LLC 2018 Share Incentive Plan, dated as of August 28, 2020 (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 10.7* Global Indemnity Group, LLC 2023 Share Incentive Plan, dated as of April 4, 2023 (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 28, 2023). 10.8* Global Indemnity Limited Annual Incentive Awards Program, as amended and restated and effective as of November 7, 2016 (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 10.9* Amended and Restated Global Indemnity Group, LLC Annual Incentive Awards Program, dated as of August 28, 2020 (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 10.10* Amended and Restated Shareholders Agreement, dated July 2, 2010, by and among Global Indemnity plc (as successor to United America Indemnity, Ltd.) and the signatories thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K12B dated July 2, 2010 (File No. 001-34809)). 10.11* Assignment and Assumption Agreement relating to the Amended and Restated Shareholders Agreement, dated July 2, 2010 (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K12B dated July 2, 2010 (File No. 001-34809)). 10.12* Amendment to the Amended and Restated Shareholders Agreement, dated as of October 31, 2013, by and among Global Indemnity plc and the signatories thereto (incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2013 (File No. 001-34809)). 10.13* Assignment and Assumption Agreement, dated as of November 7, 2016, between Global Indemnity Limited and Global Indemnity plc (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 10.14* Indemnification Agreement between United America Indemnity, Ltd. and Fox Paine Capital Fund II International L.P., dated July 2, 2010 (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K12b dated July 2, 2010 (File No. 001-34809)). 10.15* Assignment and Assumption Agreement, dated as of November 7, 2016, between Global Indemnity Limited, Global Indemnity plc and Fox Paine Capital Fund II International L.P. (incorporated by reference to Exhibit 10.13 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 10.16* Executive Employment Agreement, dated as of December 8, 2009, between United America Indemnity, Ltd. and Thomas M. McGeehan (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (File No. 000-50511)). 10.17* Amendment to Executive Employment Agreement with Thomas M. McGeehan, dated November 7, 2016 (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809)). 10.18* Amendment to the Executive Employment Agreement with Thomas M. McGeehan, dated as of August 28, 2020 (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809)). 10.19* Terms of Employment with Jonathan E. Oltman effective January 19, 2021. (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (File No. 001-34809)). 130 10.20* Separation Agreement with Jonathan E. Oltman effective January 17, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 19, 2024 (File No. 001-34809)). 10.21* Chief Executive Officer Agreement with Joseph W. Brown dated November 16, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 22, 2022 (File No. 001-34809)). 10.22+ Chief Executive Officer Agreement with Joseph W. Brown dated January 18, 2024. 10.23 Institutional Services Customer Agreement dated as of December 12, 2016 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34809)). 10.24 Confidentiality Agreement between Fox Paine & Company, LLC and Global Indemnity Limited, dated September 17, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (File No. 001-34809)). 10.25 Preferred Interest Purchase Agreement, dated as of August 27, 2020, by and between Global Indemnity Group, LLC and Wyncote LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File No. 001-34809)). 21.1+ List of Subsidiaries. 23.1+ Consent of Independent Registered Public Accounting Firm. 31.1+ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Certification of Principal 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. 97.1+ Clawback Policy. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Filed or furnished herewith. * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K. Item 16. Form 10-K Summary None. 131 SIGNATURES Pursuant to the requirements of the Section 13 or 15 (d) of the Securities Exchange Act of 1934, Global Indemnity has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL INDEMNITY GROUP, LLC By: /s/ Joseph W. Brown Name: Joseph W. Brown Title: Chief Executive Officer Date: March 15, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated below on March 15, 2024. SIGNATURE TITLE /s/ Saul A. Fox Chairman Saul A. Fox /s/ Joseph W. Brown Chief Executive Officer and Director Joseph W. Brown /s/ Thomas M. McGeehan Chief Financial Officer (Principal Financial and Accounting Officer) Thomas M. McGeehan /s/ Fred R. Donner Director Fred R. Donner /s/ Seth J. Gersch Director Seth J. Gersch /s/ Jason B. Hurwitz Director Jason B. Hurwitz /s/ Fred E. Karlinsky Director Fred E. Karlinsky /s/ Gary C. Tolman Director Gary C. Tolman 132 GLOBAL INDEMNITY GROUP, LLC SCHEDULE I -- SUMMARY OF INVESTM ENTS -- OTHER THAN INVESTMENTS IN RELATED PARTIES (In thousands) As of December 31, 2023 Cost * Value Amount Included in the Balance Sheet Type of Investment: Fixed maturities: United States government and government agencies and authorities $ 497,099 $ 494,223 $ 494,223 States, municipalities, and political subdivisions 27,326 26,150 26,150 Mortgage-backed and asset-backed securities 354,610 340,959 340,959 Public utilities 27,346 26,629 26,629 All other corporate bonds 415,711 405,832 405,832 Total fixed maturities 1,322,092 1,293,793 1,293,793 Equity securities: Public utilities — — — Industrial and miscellaneous 16,508 16,508 16,508 Total equity securities 16,508 16,508 16,508 Other long-term investments 38,236 38,236 38,236 Total investments $ 1,376,836 $ 1,348,537 $ 1,348,537 * Original cost of fixed maturities adjusted for amortization of premiums and accretion of discounts; original cost of equity securities and other long-term investments adjusted for income or loss earned on investments in accordance with equity method of accounting. All amounts are shown net of impairment losses. S- 1 GLOBAL INDEMNITY GROUP, LLC SCHEDULE II – Condensed Financ ial Information of Registrant (Parent Only) Balance Sheets (Dollars in thousands, except share data) ASSETS December 31, 2023 December 31, 2022 Fixed maturities $ 70,464 $ 86,310 Equity securities, at fair value 436 1,694 Other invested assets 26,016 23,573 Total investments 96,916 111,577 Cash and cash equivalents 40 4,775 Intercompany note receivable (1) 69,400 69,400 Interest receivable – affiliates 1,501 627 Equity in unconsolidated subsidiaries (1) 482,653 444,517 Other assets 997 1,130 Total assets $ 651,507 $ 632,026 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Payable for securities $ — $ 49 Due to affiliates (1) 2,411 4,623 Other liabilities 343 1,125 Total liabilities 2,754 5,797 Commitments and contingencies — — Shareholders’ equity: Series A cumulative fixed rate preferred shares, $ 1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $ 1,000 per share and $ 1,000 per share, respectively 4,000 4,000 Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,042,670 and 10,876,041 , respectively; class A common shares outstanding: 9,771,429 and 10,073,660 , respectively; class B common shares issued and outstanding: 3,793,612 and 3,793,612 , respectively — — Additional paid-in capital 454,791 451,305 Accumulated other comprehensive income (loss), net of tax ( 22,863 ) ( 43,058 ) Retained earnings 244,988 233,468 Class A common shares in treasury, at cost: 1,271,241 and 802,381 shares, respectively ( 32,163 ) ( 19,486 ) Total shareholders' equity 648,753 626,229 Total liabilities and shareholders’ equity $ 651,507 $ 632,026 (1) This item has been eliminated in the Company’s Consolidated Financial Statements. See Notes to Consolidated Financial Statements included in Item 8. S- 2 GLOBAL INDEMNITY GROUP, LLC SCHEDULE II – Condensed Financial Information of Registrant (continued) (Parent Only) Statement of Operations and Comprehensive Income (Dollars in thousands) Years Ended December 31, 2023 2022 2021 Revenues: Net investment income $ 6,141 $ ( 1,980 ) $ 6,763 Intercompany interest income (1) 874 627 — Net realized investment gains (losses) ( 416 ) ( 4,620 ) 13,563 Total revenues 6,599 ( 5,973 ) 20,326 Expenses: Intercompany interest expense (1) — 2 1 Interest expense — 41 142 Corporate and other operating expenses 601 723 864 Loss on extinguishment of debt — 3,529 — Income (loss) before equity in earnings of unconsolidated subsidiaries 5,998 ( 10,268 ) 19,319 Equity in earnings of unconsolidated subsidiaries (1) 19,431 9,418 10,035 Net income (loss) 25,429 ( 850 ) 29,354 Other comprehensive income (loss), net of tax: Unrealized holdings gain (losses) arising during the period 1,287 ( 8,274 ) ( 3,568 ) Equity in other comprehensive income (loss) of unconsolidated subsidiaries (1) 18,703 ( 45,764 ) ( 24,300 ) Recognition of previously unrealized holding (gains) losses 205 4,576 ( 36 ) Other comprehensive income (loss), net of tax 20,195 ( 49,462 ) ( 27,904 ) Comprehensive income (loss), net of tax $ 45,624 $ ( 50,312 ) $ 1,450 (1) This item has been eliminated in the Company’s Consolidated Financial Statements. See Notes to Consolidated Financial Statements included in Item 8. S- 3 GLOBAL INDEMNITY GROUP, LLC Condensed Financial Information of Registrant – (continued) (Parent Only) Statements of Cash Flows (Dollars in thousands) Years Ended December 31, 2023 2022 2021 Net cash provided by operating activities $ 4,388 $ 7,720 $ 7,264 Cash flows from investing activities: Proceeds from sale of fixed maturities 17,226 70,151 84,070 Proceeds from sale of equity securities 1,158 76,466 27,600 Proceeds from maturity of fixed maturities 240 438 1,087 Proceeds from other invested assets — 58,577 — Purchases of fixed maturities ( 271 ) ( 105,025 ) ( 60,800 ) Purchases of equity securities ( 111 ) ( 939 ) ( 30,956 ) Purchases of other invested assets — — ( 25,000 ) Net cash provided by (used in) investing activities 18,242 99,668 ( 3,999 ) Cash flows from financing activities: Distributions paid to common shareholders ( 14,248 ) ( 14,366 ) ( 14,431 ) Distributions paid to preferred shareholders ( 440 ) ( 440 ) ( 440 ) Issuance of note receivable to affiliates — ( 69,400 ) — Proceeds from the repayment of a note receivable from affiliate — — 11,283 Proceeds from issuance of note payable to affiliates — — 2,800 Repayment of note payable to affiliates — ( 2,800 ) — Purchase of class A common shares ( 12,677 ) ( 22,335 ) ( 490 ) Issuance of class A common shares — 3,339 — Net cash used in financing activities ( 27,365 ) ( 106,002 ) ( 1,278 ) Net change in cash and equivalents ( 4,735 ) 1,386 1,987 Cash and cash equivalents at beginning of period 4,775 3,389 1,402 Cash and cash equivalents at end of period $ 40 $ 4,775 $ 3,389 See Notes to Consolidated Financial Statements included in Item 8. S- 4 GLOBAL INDEMNITY GROUP, LLC SCHEDULE III -- SUPPLEMENTA RY INSURANCE INFORMATION (Dollars in thousands) Segment Deferred Policy Acquisition Costs Future Policy Benefits, Losses, Claims And Loss Expenses Unearned Premiums Other Policy and Benefits Payable At December 31, 2023: Penn-America $ 34,908 $ 408,720 $ 161,135 $ - Non-Core Operations 7,537 441,879 21,717 - At December 31, 2022: Penn-America $ 34,290 $ 366,133 $ 159,554 $ - Non-Core Operations 30,604 466,271 109,799 - At December 31, 2021: Penn-America $ 31,370 $ 319,085 $ 147,999 $ - Non-Core Operations 28,961 440,819 168,567 - Segment Premium Revenue Benefits, Claims, Losses And Settlement Expenses Amortization of Deferred Policy Acquisition Costs Net Written Premium For the year ended December 31, 2023: Penn-America $ 354,518 $ 233,239 $ 80,226 $ 356,796 Non-Core Operations 118,839 55,914 40,657 42,523 Total $ 473,357 $ 289,153 $ 120,883 $ 399,319 For the year ended December 31, 2022: Penn-America $ 359,597 $ 214,854 $ 81,638 $ 370,306 Non-Core Operations 242,874 144,374 69,308 221,025 Total $ 602,471 $ 359,228 $ 150,946 $ 591,331 For the year ended December 31, 2021: Penn-America $ 308,676 $ 184,163 $ 74,494 $ 328,659 Non-Core Operations 286,934 200,801 70,450 251,409 Total $ 595,610 $ 384,964 $ 144,944 $ 580,068 Unallocated Corporate Items Net Investment Income Corporate and Other Operating Expenses For the year ended December 31, 2023: $ 55,444 $ 23,383 For the year ended December 31, 2022: 27,627 24,421 For the year ended December 31, 2021: 37,020 27,179 S- 5 GLOBAL INDEMNITY GROUP, LLC SCHEDULE IV - - REINSURANCE EARNED PREMIUMS (Dollars in thousands) Direct Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentage of Amount Assumed to Net For the year ended December 31, 2023: Property & Liability Insurance $ 376,288 $ 29,542 $ 126,611 $ 473,357 26.7 % For the year ended December 31, 2022: Property & Liability Insurance $ 589,131 $ 122,556 $ 135,896 $ 602,471 22.6 % For the year ended December 31, 2021: Property & Liability Insurance $ 578,171 $ 61,441 $ 78,880 $ 595,610 13.2 % S- 6 GLOBAL INDEM NITY GROUP, LLC SCHEDULE V - VALUATION AND QUA LIFYING ACCOUNTS AND RESERVES (Dollars in thousands) Description Balance at Beginning of Period Charged (Credited) to Costs and Expenses Charged (Credited) to Other Accounts Other Deductions Balance at End of Period For the year ended December 31, 2023: Investment asset valuation reserves: Mortgage loans $ — $ — $ — $ — $ — Real estate — — — — — Allowance for doubtful accounts: Premiums, accounts and notes receivable $ 3,322 $ 1,474 $ — $ — $ 4,796 Deferred tax asset valuation allowance — — — — — Reinsurance receivables 8,992 — — — 8,992 For the year ended December 31, 2022: Investment asset valuation reserves: Mortgage loans $ — $ — $ — $ — $ — Real estate — — — — — Allowance for doubtful accounts: Premiums, accounts and notes receivable $ 2,996 $ 326 $ — $ — $ 3,322 Deferred tax asset valuation allowance — — — — — Reinsurance receivables 8,992 — — — 8,992 For the year ended December 31, 2021: Investment asset valuation reserves: Mortgage loans $ — $ — $ — $ — $ — Real estate — — — — — Allowance for doubtful accounts: Premiums, accounts and notes receivable $ 2,900 $ 96 $ — $ — $ 2,996 Deferred tax asset valuation allowance — — — — — Reinsurance receivables 8,992 — — — 8,992 S- 7 GLOBAL INDEMNITY GROUP, LLC SCHEDULE VI -- SUPPLEMENTARY INFORMATIO N FOR PROPERTY CASUALTY UNDERWRITERS (Dollars in thousands) Deferred Policy Acquisition Costs Reserves for Unpaid Claims and Claim Adjustment Expenses Discount If Any Deducted Unearned Premiums Consolidated Property & Casualty Entities: As of December 31, 2023 $ 42,445 $ 850,599 $ — $ 182,852 As of December 31, 2022 64,894 832,404 — 269,353 As of December 31, 2021 60,331 759,904 — 316,566 Earned Net Investment Claims and Claim Adjustment Expense Incurred Related To Amortization Of Deferred Policy Paid Claims and Claim Adjustment Premiums Premiums Income Current Year Prior Year Acquisition Costs Expenses Written Consolidated Property & Casualty Entities: For the year ended December 31, 2023: $ 473,357 $ 55,444 $ 279,609 $ 9,544 $ 120,883 $ 270,766 $ 399,319 For the year ended December 31, 2022: 602,471 27,627 367,298 ( 8,070 ) 150,946 265,306 591,331 For the year ended December 31, 2021: 595,610 37,020 376,306 8,658 144,944 300,156 580,068 Note: All of the Company's insurance subsidiaries are 100% owned and consolidated. S- 8