Schedule II — Condensed Financial Information of Registrant



TIPTREE INC.
PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME
(All amounts in thousands)	Years Ended December 31,
	2019		2018			2017
Revenues
Interest income⁽¹⁾	$	—	$	137		$	417
Other income	—		10			5
Total revenues	—		147			422
Expenses
Other expenses	3		30			—
Total expenses	3		30			—
Equity in earnings (losses) of subsidiaries, net of tax⁽¹⁾	18,364		(13,392		)	6,370
Income (loss) before taxes from continuing operations	18,361		(13,275		)	6,792
Less: provision (benefit) for income taxes	—		—			163
Net income (loss) from continuing operations	$	18,361	$	(13,275	)	$	6,629
Discontinued operations:
Income from discontinued operations, net of tax and non-controlling interest	—		414			(3,025		)
Gain on sale of discontinued operations, net of tax and non-controlling interest	—		36,794			—
Discontinued operations, net of tax and non-controlling interest	—		37,208			(3,025		)
Net income (loss) attributable to Tiptree Inc. Common Stockholders	$	18,361	$	23,933		$	3,604

⁽¹⁾ Eliminated in consolidation.



TIPTREE INC.
PARENT COMPANY ONLY CONDENSED BALANCE SHEETS
(All amounts in thousands, except share data)	As of December 31,
	2019		2018
Assets
Investment in subsidiaries ⁽¹⁾	$	397,395	$	388,016
Cash and cash equivalents	87		673
Other assets	580		194
Total assets	$	398,062	$	388,883
Liabilities and Stockholders’ Equity
Liabilities
Other liabilities	$	—	$	1,782
Total liabilities	$	—	$	1,782
Stockholders' Equity
Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding	$	—	$	—
Common stock: $0.001 par value, 200,000,000 shares authorized, 34,562,553 and 35,870,348 shares issued and outstanding, respectively	35		36
Additional paid-in capital	326,140		331,892
Accumulated other comprehensive income (loss), net of tax	1,698		(2,058		)
Retained earnings	70,189		57,231
Total stockholders’ equity	398,062		387,101
Total liabilities and stockholders' equity	$	398,062	$	388,883

⁽¹⁾ Eliminated in consolidation.



TIPTREE INC.
PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS
(All amounts in thousands)	Years Ended December 31,
	2019			2018			2017
Operating Activities:
Net income (loss) attributable to Tiptree Inc. Common Stockholders	$	18,361		$	23,933		$	3,604
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries⁽¹⁾	(18,364		)	(23,816		)	(3,345		)
Changes in operating assets and liabilities
Changes in other operating assets and liabilities	(583		)	4,772			3,805
Net cash provided by (used in) operating activities	(586		)	4,889			4,064
Financing Activities:
Distributions from subsidiaries ⁽¹⁾	14,587			—			—
Dividends paid	(5,502		)	(4,781		)	(3,499		)
Repurchases of Common Stock	(9,085		)	—			—
Net cash provided by (used in) financing activities	—			(4,781		)	(3,499		)
Net increase (decrease) in cash and cash equivalents	(586		)	108			565
Cash and cash equivalents at beginning of period	673			565			—
Cash and cash equivalents at end of period	$	87		$	673		$	565

Cash (received) paid for income taxes	$	2,168		$	(5,915	)	$	14

⁽¹⁾ Eliminated in consolidation.

Note 1. Basis of Presentation

Tiptree Inc. (Tiptree or the Company) is a Maryland Corporation that was incorporated on March 19, 2007. Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments. Tiptree’s principal operating subsidiary and primary source of earnings, Tiptree Insurance, along with its subsidiaries, is a leading provider of specialty insurance, warranty products and related administration services. Tiptree also allocates its capital across a diverse group of select investments that we refer to as Tiptree Capital. Tiptree’s Common Stock is traded on the Nasdaq Capital Market under the symbol “TIPT”.

Pursuant to the terms discussed in Note—(10) Debt, net in the notes to consolidated financial statements, a secured corporate credit agreement of a subsidiary of Tiptree restricts that subsidiary’s ability to pay or make any dividend or distribution to Tiptree Inc. In addition, certain other subsidiaries’ activities are regulated, or subject to specific restriction on transfers as a result of financing arrangements. As a result of these restrictions, these condensed financial statements of the Registrant have been prepared in accordance with Rule 12-04 of Regulation S-X, as restricted net assets of the Company's subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the Company's consolidated net assets as of December 31, 2019.

The Company is a holding company without any operations of its own. These condensed financial statements have been prepared on a "parent-only" basis. Under a parent-only presentation, the Parent Company's investments in subsidiaries are presented under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Stock based compensation expense associated with equity incentive awards issued by the Parent Company and the related tax effects are recorded at the subsidiary level where the employees provide the services. The accompanying condensed financial information should be read in conjunction with the Tiptree Inc. consolidated financial statements and related Notes thereto.

Note 2. Dividends Received

The Company received distributions of $14,587, $4,781, and $3,499 for the years ended December 31, 2019, 2018 and 2017, respectively.