CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of Independence Holding Company ("IHC") and its subsidiaries (collectively, the "Company") should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company and the related Notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission, and our unaudited Condensed Consolidated Financial Statements and related Notes thereto appearing elsewhere in this quarterly report.





                                    Overview


Independence Holding Company, a Delaware corporation, is a holding company principally engaged in underwriting, administering and/or distributing group and individual specialty benefit products, including disability, supplemental health, pet, and group life insurance through: (i) its insurance companies, Standard Security Life, Madison National Life, and Independence American; and (ii) its marketing and administrative companies, including IHC Specialty Benefits Inc., Independence Brokerage Group, Inc., My1HR, Torchlight, and a majority interest in PetPartners. Standard Security Life, Madison National Life and Independence American are sometimes collectively referred to as the "Insurance Group". IHC and its subsidiaries (including the Insurance Group) are sometimes collectively referred to as the "Company", or "IHC", or are implicit in the terms "we", "us" and "our".

While management considers a wide range of factors in its strategic planning and decision-making, underwriting profit is consistently emphasized as the primary goal in all decisions as to whether or not to increase our retention in a core line, expand into new products, acquire an entity or a block of business, or otherwise change our business model. Management's assessment of trends in healthcare and morbidity, with respect to specialty health, disability, New York short-term disability ("DBL") and Paid Family Leave ("PFL"), mortality rates with respect to life insurance, and changes in market conditions in general play a significant role in determining the rates charged, deductibles and attachment points quoted, and the percentage of business retained. IHC also seeks transactions that permit it to leverage its vertically integrated organizational structure by generating fee income from production and administrative operating companies as well as risk income for its carriers. Management has always focused on managing the costs of its operations.





                                    COVID-19


In March 2020, the World Health Organization declared the outbreak of COVID-19, a global health pandemic and the United States declared a national health emergency. COVID-19 has led to largescale disruption in the global economy, market instability and widespread unemployment in the United States.

The COVID-19 outbreak continues to be a fluid situation. The business continuity and emergency response plans we implemented in March 2020 continue to ensure we provide a high level of service to our customers and support our everyday business needs. To help protect the safety and wellbeing of our employees and mitigate the spread of COVID-19, we have limited travel and directed our employees to work remotely whenever possible. As the COVID-19 outbreak continues to evolve, the duration of COVID-19 and its potential effects on our business cannot be certain. Regulatory mandates have affected, and we anticipate will continue to impact, the insurance industry. We currently cannot predict if there will be a material impact to our business, results of operations or financial condition in future reporting periods. For more information, see the risk factor under the heading "We face risks related to health epidemics, like the Coronavirus (COVID-19) that could impact our sales, operating results and financial condition" in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.

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The following is a summary of key performance information and events:





Results of operations are summarized as follows for the periods indicated (in
thousands):



                                             Three Months Ended     Nine Months Ended
                                               September 30,          September 30,
                                              2020        2019       2020       2019

Revenues                                  $ 113,220    $ 95,165  $ 324,522  $ 284,469
Expenses                                    102,511      85,746    307,711    256,010

Income before income taxes                  10,709       9,419     16,811     28,459
Income taxes                                1,977        3,248     3,219      6,482

 Net income                                 8,732        6,171     13,592     21,977

(Income) from noncontrolling interests (44) (29) (205) (261)



   Net income attributable to IHC         $ 8,688     $  6,142   $ 13,387   $ 21,716

·Income from operations of $.59 per share, diluted, for the three months ended September 30, 2020 compared to $.41 per share, diluted, for the same period in 2019. Income from operations of $.90 per share, diluted, for the nine months ended September 30, 2020 compared to $1.45 per share, diluted for the same period in 2019.

oNet income for the three and nine months ended September 30, 2020 includes the recognition of an Arbitration Award with a former TPA (as described in Note 13) amounting to $3.7 million, net of associated legal expenses and income taxes. Net income for the nine months ended September 30, 2020 also includes $3.7 million of expenses, net of taxes, for compliance with the MCE related to our STM, limited medical and fixed indemnity limited benefit health insurance products for the period of January 1, 2014 through September 30, 2017, also discussed in Note 13.

oNet income for the nine months ended September 30, 2019 includes a $2.6 million gain, net of tax, related to the sale of an equity investment. Results for the three months and nine months of 2019 also include additional tax expense of $1.6 million associated with the reduction of estimated tax benefits from the expected utilization of AMIC's net operating loss carryforwards.

·Consolidated investment yields (on an annualized basis) of 2.2% and 2.4% for the three and nine months ended September 30, 2020, respectively, compared to 3.1% for the three and nine month periods in 2019.

·Book value of $31.90 per common share at September 30, 2020 compared to $30.92 at December 31, 2019.

·Results for the first nine months of 2020 were not materially impacted by COVID-19 although sales of Short Term Medical ("STM") might have grown more if not for displaced workers taking advantage of Special Enrollment Periods for Affordable Care Act ("ACA") coverage, and the subsidies provided through Advanced Premium Tax Credits, as well as employers continuing to offer employer sponsored coverage to furloughed workers. Evolving regulatory mandates for testing and treatment coverage, the length and severity of the outbreak, claims activity, and impacts on payment of premiums have not

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had a significant impact on the 2020 results to date, however, we may incur additional expenses for the balance of the year relating to possible COVID-19 related claims activity and possible non-payment of premiums as the full effects of the outbreak continue to unfold.

The following is a summary of key performance information by segment:

·The Specialty Health segment reported income before taxes of $4.9 million for the three months ended September 30, 2020 as compared to $1.1 million for the comparable period in 2019; and reported $1.2 million in income before taxes for the nine-month period ended September 30, 2020 compared to $13.6 million for the same period in 2019. The increase in the third quarter of 2020 compared to 2019 is primarily due to the recognition of a $4.6 million arbitration award received, net of legal expenses. The decrease in the first nine months of 2020 when compared to 2019 is primarily due to: (i) $3.7 million of expenses accrued for compliance with the MCE; (ii) shift in product mix in 2020 to higher earned premium from somewhat higher loss ratio products than those impacting 2019; (iii) increased costs related to overall infrastructure improvements in lead generation capabilities and sales automation platforms at IHC Specialty Benefits, Inc. with no meaningful increase in sales yet, and (iv) results for the comparable period in 2019 include a pre-tax gain of $3.6 million on the sale of an equity method investment;

oPremiums earned increased $4.7 million and $6.2 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods in 2019. Increases in premiums from the pet and STM lines were partially offset by decreases in premiums from fixed indemnity limited benefit, occupational accident and group gap business.





oUnderwriting experience, as indicated by its U.S. GAAP Combined Ratios, for the
Specialty Health segment are as follows for the periods indicated (in
thousands):



                                         Three Months Ended      Nine Months Ended
                                           September 30,           September 30,
                                          2020      2019         2020        2019

Premiums Earned                       $ 49,209    $ 44,462   $ 139,664   $ 133,467
Insurance Benefits, Claims & Reserves   20,295      19,585     62,552      56,334
Expenses                                24,910      20,972     71,996      62,424

Loss Ratio (A)                          41.2%       44.0%      44.8%       42.2%
Expense Ratio (B)                       50.6%       47.2%      51.5%       46.8%
Combined Ratio (C)                      91.8%       91.2%      96.3%       89.0%



(A)Loss ratio represents insurance benefits, claims and reserves divided by premiums earned.

(B)Expense ratio represents commissions, administrative fees, premium taxes and other underwriting expenses divided by premiums earned.

(C)The combined ratio is equal to the sum of the loss ratio and the expense ratio.

oThe higher loss ratio in the first nine months of 2020 primarily reflects the broadening of the mix of business, with a higher concentration of more stable product lines with lower profit margins. The higher expense ratio in the first nine months of 2020 is primarily due to $3.7 million of expenses accrued for compliance with the MCE as well as changes in the mix of products in the Specialty Health segment. Excluding the expenses accrued in connection with

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the MCE, the combined ratio would have been 93.7% for the nine months ended September 30, 2020.

·Income before taxes from the Group disability, life, DBL and PFL segment was $8.8 million and $21.6 million for the three months and nine months ended September 30, 2020, respectively, compared to $10.0 million and $19.2 million for the same periods in 2019, respectively. The increase in the first nine months results primarily reflects an increase in PFL profitability due to increased premium rates and favorable premium reserve adjustments in DBL, which were partially offset by higher loss ratios and unfavorable loss development in the Group STD line of business and, beginning in third quarter 2020, a decrease in DBL business as a result of higher unemployment due to COVID-19;

·The Individual life, annuities and other segment in run-off reported losses before income taxes of $.2 million and $.5 million for the three months and nine months ended September 30, 2020, respectively, compared with losses of $.6 million and $1.1 million for the three months and the nine months ended September 30, 2019 respectively;

·The Corporate segment reported losses before taxes of $2.9 million and $6.4 million for the three and nine months ended September 30, 2020, respectively, compared with losses of $2.0 million in the three months and $5.1 million in the nine months ended 2019. Results for 2019 include higher amounts of partnership income compared to 2020; and





·Premiums by principal product for the periods indicated are as follows (in
thousands):



                                         Three Months Ended     Nine Months Ended
                                           September 30,         September 30,
Gross Direct and Assumed
    Earned Premiums:                    2020          2019      2020       2019

Specialty Health                      $ 51,201    $ 46,203   $ 144,974  $ 137,476

Group disability, life, DBL and PFL 57,175 49,073 174,004 142,217 Individual life, annuities and other 4,894 4,862 14,524 15,984

$ 113,270   $ 100,138  $ 333,502  $ 295,677




                                         Three Months Ended     Nine Months Ended
                                           September 30,          September 30,
Net Direct and Assumed
     Earned Premiums:                     2020        2019      2020       2019

Specialty Health                      $ 49,209     $ 44,462  $ 139,664  $ 133,467

Group disability, life, DBL and PFL 50,908 41,977 155,173 120,683 Individual life, annuities and other 7

            14        28         39

                                      $ 100,124    $ 86,453  $ 294,865  $ 254,189






                          CRITICAL ACCOUNTING POLICIES


The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles ("GAAP"). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the amounts

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reported in the financial statements and accompanying notes. Actual results could differ from those estimates. A summary of the Company's significant accounting policies and practices is provided in Note 1 of the Notes to the Consolidated Financial Statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Management has identified the accounting policies related to Insurance Premium Revenue Recognition and Policy Charges, Insurance Liabilities, Investments, Goodwill and Other Intangible Assets, and Deferred Income Taxes as those that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Consolidated Financial Statements and this Management's Discussion and Analysis. A full discussion of these policies is included under the heading, "Critical Accounting Policies" in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2019. During the nine months ended September 30, 2020, there were no additions to or changes in the critical accounting policies disclosed in the 2019 Form 10-K except for the recently adopted accounting standards discussed in Note 1(F) of the Notes to Condensed Consolidated Financial Statements.

Results of Operations for the Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

Information by business segment for the periods indicated is as follows:





                                                     Benefits,      Selling,
                                  Net       Fee and    Claims       General
September 30,      Premiums    Investment    Other      and           and
2020
(In thousands)      Earned       Income     Income    Reserves   Administrative    Total

Specialty Health   $ 49,209      609         10,251     20,295     34,877        $ 4,897
Group disability,
  life, DBL and      50,908      1,713       107        29,380     14,562          8,786
PFL
Individual life,
  annuities and      7           281         214        152        534             (184)
other
Corporate            -           190         (339)      -          2,711           (2,860)
Sub total          $ 100,124   $ 2,793     $ 10,233   $ 49,827   $ 52,684          10,639


Net investment gains                                                               70
Income before income taxes                                                         10,709
Income taxes                                                                       1,977
Net Income                                                                       $ 8,732




                                                     Benefits,      Selling,
                                   Net      Fee and    Claims       General
September 30, 2019   Premiums   Investment   Other      and           and

(In thousands) Earned Income Income Reserves Administrative Total

Specialty Health $ 44,462 1,132 2,643 19,585 27,525 $ 1,127 Group disability,


  life, DBL and PFL    41,977     1,928       120       21,396     12,644          9,985
Individual life,
  annuities and        14         369         76        417        682             (640)
other
Corporate              -          535         979       -          3,497           (1,983)
Sub total           $ 86,453    $ 3,964     $ 3,818   $ 41,398   $ 44,348          8,489


Net investment gains                                                               930
Income before income taxes                                                         9,419
Income taxes                                                                       3,248
Net Income                                                                       $ 6,171




Premiums Earned


In the third quarter of 2020, premiums earned increased $13.6 million over the comparable period in 2019. The increase is primarily due to: (i) an $8.9 million increase in earned premiums from the Group disability, life, DBL and PFL segment primarily as a result of a $7.4 million increase in PFL premiums due to an increase in rates, a $1.1 million increase in group term life business due to increased retentions, a $.9 million increase in the STD/LTD lines primarily due to higher LTD premium volume, $.7 million in new premiums

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in other group life business, partially offset by a $1.2 million decrease in DBL premiums as a result of higher unemployment due to COVID-19; and (ii) $4.7 million in increased premiums in the Specialty Health segment primarily due to $10.9 million increase in earned premiums from the pet line; partially offset by decreases of $5.2 million in the fixed indemnity limited benefit line, $.7 million in group gap and $.3 million in the group health modified indemnity line.





Net Investment Income



Total net investment income decreased $1.2 million. The overall annualized investment yields were 2.2% and 3.1% in the third quarter of 2020 and 2019, respectively.





Net Investment Gains



The Company had net investment gains of $.1 million in the third quarter of 2020 compared to $.9 million in 2019. These amounts include gains and losses from sales of fixed maturities available-for-sale, equity securities and other investments. Decisions to sell securities are based on management's ongoing evaluation of investment opportunities and economic and market conditions, thus creating fluctuations in gains and losses from period to period.





Fee Income and Other Income


Fee income increased $.9 million for the three-month period ended September 30, 2020 compared to the three-month period ended September 30, 2019.

Other income increased $5.5 million for the three months ended September 30, 2020 from the comparable period in 2019. In the third quarter of 2020, other income includes the recognition of a $5.6 million arbitration award received with no comparable amount in 2019.

Insurance Benefits, Claims and Reserves

In the third quarter of 2020, insurance benefits, claims and reserves increased $8.4 million over the comparable period in 2019. The increase is primarily attributable to: (i) an increase of $8.0 million in benefits, claims and reserves in the Group disability, life, DBL and PFL segment primarily as a result of a $4.7 million increase in PFL benefits to policyholders (including a $5.5 million increase in the accrual for a potential risk adjustment payment associated with the New York State Department of Financial Services risk adjustment program), a $1.3 million increase in group term life due to higher loss ratios and a $1.3 million increase in the STD/LTD line primarily due to an increase in STD claims; and (ii) an increase of $.7 million in the Specialty Health segment primarily due to an increase of $4.5 million in pet claims on higher premium volume; partially offset by decreases of $1.3 million in the group gap line on lower loss ratios as well as favorable prior year loss development, $.3 million in group health modified indemnity reserves on lower premium, $.6 million in lower claims on dental business, $.6 million decrease in STM line due to lower loss ratios and a $1.2 million decrease in the fixed indemnity limited benefit line due to lower premium volume.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses increased $8.4 million over the comparable period in 2019. The increase is principally due to: (i) an increase of $7.4 million in the Specialty Health segment primarily due to $3.7 million of expenses accrued for compliance with the MCE related to our STM, limited benefit and fixed indemnity limited benefit products, as well as other

increases in commissions, administrative fees and other general expenses in the STM and pet lines of business from increased premium volume, in addition

increased lead generation expenses, compensation and system development related expenses in our marketing and administrative companies, partially offset by decreases in commission and administrative expenses related to decreased volume in the fixed indemnity limited benefit line; and (ii) an increase of $2.0 million in the Group disability, life, DBL and PFL segment primarily due to increased commission expenses

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and other general expenses on PFL, group term life and LTD lines of business all due to increased premium volume.





Income Taxes


The effective tax rate for the three months ended September 30, 2020 was 18.5% compared to 34.5% for the three months ended 2019. The effective rate for the third quarter of 2020 was reduced by state and local tax benefits associated with non-insurance operations. The high effective rate in 2019 is primarily due to tax provisions associated with the reduction of estimated tax benefits from the expected utilization of AMIC's net operating loss carryforwards. A significant portion of these net operating loss carryforwards expired in 2020.

Results of Operations for the Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

Information by business segment for the periods indicated is as follows:





                                                     Benefits,      Selling,
                                  Net       Fee and    Claims       General
September 30,      Premiums    Investment    Other      and           and
2020
(In thousands)      Earned       Income     Income    Reserves   Administrative    Total

Specialty Health   $ 139,664     2,098       18,492    62,552      96,529        $ 1,173
Group disability,
  life, DBL and      155,173     5,402       395       95,474      43,927          21,569
PFL
Individual life,
  annuities and      28          692         590       448         1,328           (466)
other
Corporate            -           980         75        -           7,453           (6,398)
Sub total          $ 294,865   $ 9,172     $ 19,552  $ 158,474   $ 149,237         15,878

Net investment gains                                                               933
Income before income taxes                                                         16,811
Income taxes                                                                       3,219
Net Income                                                                       $ 13,592




                                                     Benefits,      Selling,
                                  Net       Fee and    Claims       General
September 30,      Premiums    Investment    Other      and           and
2019
(In thousands)      Earned       Income     Income    Reserves   Administrative    Total

Specialty Health   $ 133,467     3,116       12,836    56,334      79,477        $ 13,608
Group disability,
  life, DBL and      120,683     5,958       427       71,664      36,217          19,187
PFL
Individual life,
  annuities and      39          1,008       238       929         1,478           (1,122)
other
Corporate            -           2,012       2,775     -           9,911           (5,124)
Sub total         $ 254,189    $ 12,094    $ 16,276  $ 128,927   $ 127,083         26,549

Net investment gains                                                               2,556
Net impairment losses recognized in earnings                                       (646)
Income before income taxes                                                         28,459
Income taxes                                                                       6,482
Net Income                                                                       $ 21,977

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Premiums Earned


In the first nine months of 2020, premiums earned increased $40.7 million over the comparable period in 2019. The increase is primarily due to: (i) a $34.5 million increase in earned premiums from the Group disability, life, DBL and PFL segment primarily as a result of a $27.0 million increase in PFL premiums due to an increase in rates, a $3.2 million increase in group term life business due to increased retentions, a $4.0 million increase in the STD/LTD lines due to new STD business and increased LTD premium volume, $1.8 million in new premiums in other group life business, partially offset by a $1.5 million decrease in DBL premiums as a result of higher unemployment due to COVID-19; as well as (ii) an increase of $6.2 million in the Specialty Health segment primarily due to increases in earned premiums from the pet and STM lines of $23.1 million and $3.8 million, respectively; partially offset by decreases of $17.5 million in the fixed indemnity limited benefit line, $1.4 million in group gap, $.9 million in occupational accident business and $.7 million in the group health modified indemnity line.





Net Investment Income



Total net investment income decreased $2.9 million. The overall annualized investment yields were 2.4% and 3.1% in the first nine months of 2020 and 2019, respectively.

Net Investment Gains and Net Impairment Losses Recognized in Earnings

The Company had net investment gains of $.9 million in 2020 compared to $2.6 million in 2019. These amounts include gains and losses from sales of fixed maturities available-for-sale, equity securities and other investments. Decisions to sell securities are based on management's ongoing evaluation of investment opportunities and economic and market conditions, thus creating fluctuations in gains and losses from period to period.

In 2020, the Company did not recognize any other-than-temporary impairment losses on fixed maturities available-for-sale. In the first nine months of 2019, the Company recognized $.6 million of other-than-temporary impairment losses on fixed maturities available-for-sale as the Company determined that it was more likely than not that we would sell the securities before the recovery of their amortized cost basis.





Fee Income and Other Income



Fee income increased $1.2 million for the nine-month period ended September 30, 2020 compared to the nine-month period ended September 30, 2019.

Other income increased $2.1 million for the nine months ended September 30, 2020 from the comparable period in 2019. In 2020, other income includes the recognition of a $5.6 million arbitration award received in the third quarter. Other income in 2019 includes a $3.6 million pretax gain recognized on the sale of an equity investment.

Insurance Benefits, Claims and Reserves

In the first nine months of 2020, insurance benefits, claims and reserves increased $29.6 million over the comparable period in 2019. The increase is principally attributable to: (i) an increase of $23.8 million in benefits, claims and reserves in the Group disability, life, DBL and PFL segment primarily as a result of a $19.6 million increase in PFL benefits to policyholders on increased premiums (including a $14.2 million increase in the accrual for a potential risk adjustment payment associated with the New York State Department of Financial Services risk adjustment program), a $6.3 million increase in benefits and claims as a result of new STD business, partially offset by $1.6 million in decreased claims on lower loss ratios in the LTD line, and $2.7 million in reductions on DBL reserves primarily due to lower premium volume and premium refund reserve adjustments; and (ii) an increase of $6.3 million in the Specialty Health segment primarily due to increases of $11.0 million and $1.0 million in pet and STM claims, respectively, on higher premium volume;

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partially offset by decreases of $2.7 million in group gap on lower loss ratios and favorable prior year loss development, $2.1 million in the fixed indemnity limited benefit line due to lower premium volume partially offset by higher loss ratios and a $.9 million unfavorable change in prior year loss development, and $.7 million in the group health modified indemnity business which is in runoff.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses increased $22.1 million over the comparable period in 2019. The increase is principally due to: (i) an increase of $17.0 million in the Specialty Health line of business primarily due to the $3.7 million of expenses accrued for compliance with the MCE related to our STM, limited benefit and fixed indemnity limited benefit products as well increases in commissions, administrative fees and other general expenses in the STM and pet lines of business from increased premium volume, in addition increased lead generation expenses, compensation and system development related expenses in our marketing and administrative companies, partially offset by decreases in commission and administrative expenses related to decreased volume in the fixed indemnity limited benefit line; and (ii) an increase of $7.7 million in the Group disability, life, DBL and PFL segment primarily due to increased commission expenses and other general expenses on PFL, group term life and STD/LTD lines of business on increased premium volume; partially offset by (iii) a decrease of $2.5 million in the Corporate segment primarily due to compensation related expenses.





Income Taxes


The effective tax rate for the nine months ended September 30, 2020 was 19.1% compared to 22.8% for the nine months ended 2019. The effective rate for 2020 was reduced by state and local income taxes associated with non-insurance operations and the benefit of capital losses attributable to the sale of a subsidiary in 2020, partially offset by the non-deductibility of certain expenses recorded in connection with the RSA on the MCE discussed in Note 13. The higher effective rate in 2019 is primarily due to tax provisions associated with the reduction of estimated tax benefits from the expected utilization of AMIC's net operating loss carryforwards partially offset by the positive impact of tax benefits associated with exercises of sharebased compensation. A significant portion of these net operating loss carryforwards expired in 2020.







LIQUIDITY



Insurance Group

The Insurance Group normally provides cash flow from: (i) operations; (ii) the receipt of scheduled principal payments on its portfolio of fixed maturities; and (iii) earnings on investments. Such cash flow is partially used to fund liabilities for insurance policy benefits. These liabilities represent long-term and short-term obligations.





Corporate


Corporate derives its funds principally from: (i) dividends from the Insurance Group; (ii) management fees from its subsidiaries; and (iii) investment income from Corporate liquidity. Regulatory constraints historically have not affected the Company's consolidated liquidity, although state insurance laws have provisions relating to the ability of the parent company to use cash generated by the Insurance Group. The Insurance Group declared and paid $5.2 million and $0 dividends during the nine months ended September 30, 2020 and 2019, respectively.





Cash Flows



The Company had $24.1 million and $24.6 million, respectively, of cash, cash equivalents and restricted cash as of September 30, 2020 and December 31, 2019.

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For the nine months ended September 30, 2020, operating activities provided $37.8 million of cash, investment activities utilized $24.9 million of cash, primarily for net purchases of investment securities and $13.7 million utilized for business acquisitions. Financing activities utilized $13.5 million of cash, of which $6.9 million was utilized for treasury stock purchases and $6.2 million for dividend payments.

On April 24, 2020, IHC commenced a tender offer to purchase up to 1 million shares of its common stock at a price per share of $27.00, net, to the seller in cash. On May 21, 2020, at the close of business, the offer expired and the Company accepted for purchase 36,377 shares of its common stock at $27.00 per share, for an aggregate purchase price of $1.0 million. The tender offer was fully funded through corporate liquidity.

The Company had $373.3 million of liabilities for future policy benefits and policy benefits and claims as of September 30, 2020 that it expects to ultimately pay out of current assets and cash flows from future business. If necessary, the Company could utilize the cash received from maturities and repayments of its fixed maturity investments if the timing of claim payments associated with the Company's insurance resources does not coincide with future cash flows. For the nine months ended September 30, 2020, cash received from the maturities and other repayments of fixed maturities was $97.0 million.

The Company believes it has sufficient cash to meet its currently anticipated business requirements over the next twelve months including working capital requirements and capital investments.

There were no material negative impacts on the Company's cash flows or liquidity with regards to COVID-19 during the first nine months of 2020. Depending on the length and severity of the outbreak, it is possible that cash flows may be negatively impacted due to increased claim activity as a result of mandated testing and treatment coverage, as well as delayed policy payments or an increase in cancelled policies due to non- payment in the remainder of 2020.





                                 BALANCE SHEET


The Company had receivables due from reinsurers of $357.6 million at September 30, 2020 compared to $363.0 million at December 31, 2019. All of such reinsurance receivables are from highly rated companies or are adequately secured. No allowance for doubtful accounts was necessary at September 30, 2020.






The Company's liability for policy benefits and claims by segment are as follows
(in thousands):



                            Policy Benefits and Claims
                           September 30,   December 31,
                               2020            2019

Specialty Health         $       38,879  $      42,228
Group Disability                120,109        112,623
Individual A&H and Other         15,126          9,951

                         $      174,114  $     164,802

For the Specialty Health business, incurred but not reported ("IBNR") claims liabilities plus expected development on reported claims are calculated using standard actuarial methods and practices. The "primary" assumption in the determination of Specialty Health reserves is that historical Claim Development Patterns are representative of future Claim Development Patterns. Factors that may affect this assumption include changes in claim payment processing times and procedures, changes in time delay in submission of claims, and the incidence of unusually large claims. Liabilities for policy benefits and claims for specialty health medical and disability coverage are computed using completion factors and expected Net Loss Ratios derived from actual historical premium and claim data.

The reserving analysis includes a review of claim processing statistical measures and large claim early notifications; the potential impacts of any changes in these factors are not material. The Company has business that is serviced by third-party administrators. From time to time, there

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are changes in the timing of claims processing due to any number of factors including, but not limited to, system conversions and staffing changes during the year. These changes are monitored by the Company and the effects of these changes are taken into consideration during the claim reserving process. Other than these considerations, there have been no significant changes to methodologies and assumptions from the prior year.

While these calculations are based on standard methodologies, they are estimates based on historical patterns. To the extent that actual claim payment patterns differ from historical patterns, such estimated reserves may be redundant or inadequate. The effects of such deviations are evaluated by considering claim backlog statistics and reviewing the reasonableness of projected claim ratios.

Other factors which may affect the accuracy of policy benefits and claim estimates include the proportion of large claims which may take longer to adjudicate, changes in billing patterns by providers and changes in claim management practices such as hospital bill audits.

Since our analysis considered a variety of outcomes related to these factors, the Company does not believe that any reasonably likely change in these factors will have a Material Effect.

The Company's disability business is comprised of group disability and DBL. The two "primary" assumptions on which disability policy benefits and claims are based are: (i) morbidity levels; and (ii) recovery rates. If morbidity levels increase, for example due to an epidemic or a recessionary environment, the Company would increase reserves because there would be more new claims than expected. In regard to the assumed recovery rate, if disabled lives recover more quickly than anticipated then the existing claims reserves would be reduced; if less quickly, the existing claims reserves would be increased. Advancements in medical treatments could affect future recovery, termination, and mortality rates.

The $7.5 million increase in IHC's stockholders' equity in the first nine months of 2020 is primarily due to $13.4 million of net income attributable to IHC and $2.7 million of other comprehensive income attributable to IHC partially offset by $7.1 million of treasury stock purchases and $3.2 million of common stock dividends.

Asset Quality and Investment Impairments

The nature and quality of insurance company investments must comply with all applicable statutes and regulations, which have been promulgated primarily for the protection of policyholders. The Company has gross unrealized gains of $8.8 million and gross unrealized losses of $3.8 million on its fixed maturities available-for-sale securities at September 30, 2020. All of the Company's fixed maturities were investment grade and continue to be rated on average AA. The Company marks all of its fixed maturities available-for-sale to fair value through accumulated other comprehensive income or loss. These investments tend to carry less default risk and, therefore, lower interest rates than other types of fixed maturity investments. The Company did not have any non-performing fixed maturities at September 30, 2020.

The Company reviews its investments regularly and monitors its investments continually for impairments. The Company did not record any other-than-temporary impairment losses in the nine months ended September 30, 2020. The Company recognized $.6 million of other-than-temporary impairment losses on certain fixed maturities available for sale during the nine months ended September 30, 2019, as the Company determined that it was more likely than not that the company would sell the securities before the recovery of their amortized cost basis.

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The following table summarizes the carrying value of securities with fair values less than 80% of their amortized cost at September 30, 2020 by the length of time the fair values of those securities were below 80% of their amortized cost (in thousands):





                               Greater than   Greater than
                                3 months,      6 months,
                   Less than    less than      less than     Greater than
                    3 months     6 months      12 months      12 months     Total


Fixed maturities $         - $            - $        1,503 $            - $ 1,503

The unrealized losses on fixed maturities available-for-sale were evaluated in accordance with the Company's impairment policy and were determined to be temporary in nature at September 30, 2020. From time to time, as warranted, the Company may employ investment strategies to mitigate interest rate and other market exposures. Further deterioration in credit quality of the companies backing the securities, further deterioration in the condition of the financial services industry, imbalances in liquidity that exist in the marketplace, a worsening of the current economic recession, or declines in real estate values may further affect the fair value of these securities and increase the potential that certain unrealized losses be designated as other-than-temporary in future periods which may cause the Company to incur additional write-downs.







CAPITAL RESOURCES



Due to its strong capital ratios, broad licensing and excellent asset quality and credit-worthiness, the Insurance Group remains well positioned to increase or diversify its current activities. It is anticipated that future acquisitions or other expansion of operations will be funded internally from existing capital and surplus and parent company liquidity. In the event additional funds are required, it is expected that they would be borrowed or raised in the public or private capital markets to the extent determined to be necessary or desirable.







                                    OUTLOOK


For the balance of this year and for 2021, the Company anticipates that it will:

·Continue to invest in the growth of our pet division, which will have underwritten $117 million of premium (approximately 200,000 dogs and cats) by the end of this year, which is a compound annual growth rate of 48% from 2018 to 2020. We would highlight the following pet initiatives:

·Investment in our administrator, PetPartners, which has an exclusive relationship with the American Kennel Club and unique access to the breeder channel.

·Pet insurance has now become a highly requested employee benefit, which has led us to make it available through work-site marketing. This trend has been amplified by a partnership between United Healthcare with FIGO and the acquisition last year by MetLife, Inc. ("MetLife") of PetFirst Healthcare, LLC (both of which use Independence American as their underwriter). We currently have agreements in place or are negotiating to partner with well-known financial brands (commonly referred to as "white-labeling") to offer PetPartners' pet insurance through their distribution. In order to prepare for this potentially material growth, we are making significant investments in our pet infrastructure to handle the expected volume, and developing what will be the first true group product in the pet insurance space.

·Independence American will continue to act as underwriter for three well-known companies:

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MetLife, FIGO and Pets Best Insurance Services, LLC.

·We will also accelerate the generation of non-risk revenue through the pet division's newest brand asset, TailTrax, an all-inclusive subscription-based app with Tele-Vet and other high-touch engagement features. This app will be available without charge to insureds of PetPartners. In addition, we will begin in 2021 to generate advertising and lead revenues from Petplace.com, which is one of the leading sites for veterinarian-curated pet information with one million visitors per month.

·Invest both our capital and efforts in continuing to develop a fully integrated direct-to-consumer ("D2C") division, which can generate leads, has reporting systems and sales automation platforms, and licensed agents servicing products underwritten both by IHC's carriers and other nationally recognized insurers.

·Expand in-house capabilities through the "MarTech" acquisition we made in April, which will accelerate proprietary lead generation and direct to consumer growth. We have rapidly expanded our portfolio of consumer touchpoints across all of our distribution channels, including web domains (www.healthinsurance.org, www.medicareresources.org, www.healthedeals.com, www.petplace.com, call centers, field agents, and social media). This should improve our cost of sale by: (i) harnessing an in-house marketing team to drive media efficiency and effectiveness, (ii) deploying data science and artificial intelligence ("AI") to improve lead quality and intent; and (iii) leveraging a proprietary lead marketplace to salvage unused leads and recoup costs.

·Build on our entry, in the fourth quarter of 2019, into the very large market for senior products by selling Medicare products underwritten by leading national insurance companies, including United Healthcare, Aetna, Humana, Anthem and others. We have invested a considerable amount of capital entering this market, and with an estimated 10,000 people aging into Medicare every day, there is a significant opportunity to build a formidable footprint in this space. We have enhanced our SalesForce CRM platform, as well as our producer licensing, and consumer and web-based enrollment systems. We continue to build our MarTech infrastructure by developing new brands, through AI data science, and via automated remarketing efforts, all intended to allow us to generate a significant volume of high-intent consumer leads. In conjunction with continuously increasing our proficiency in efficiently generating leads, we will continue to train and license additional senior-focused customer care center agents for future enrollment periods. At the start of the 2021 Annual Enrollment Period ("AEP") (which began on October 15th, 2020) we had 141 licensed agents focused exclusively in the Medicare related product space. As a result of the pandemic, our agents are currently deployed in a work-from-home model, and although we do expect a majority of our agents to return to our physical call centers when possible, we believe that the work-from-home model has proven to be both safe and reliable, and we expect to be able to hire experienced agents that will work within that model moving forward. This will allow us to recruit talent outside of the geographic confines of our three physical call center locations (Tampa, FL; Milwaukee, WI; St Louis Park, MN), and will help to further accelerate what we believe will be meaningful growth in this line of business.

In addition, Independence American has launched its Medicare Supplement product in twenty-nine states, although we do not anticipate substantial sales during the current 2021 AEP as agents are primarily focused on selling Medicare Advantage at this time.

·Increasingly emphasize sales by IHC Agencies of policies underwritten by non-affiliated carriers, including small group stop-loss, ACA plans and Medicare Advantage and Medicare Supplement; for which, they will receive commissions and fees for selling these products and will not bear any of the insurance risk. When they sell products for these other carriers, the IHC Agencies will record revenue based on estimated constrained lifetime values ("LTV") representing the expected commissions to be received over the lifetime of the policies sold. As these products generally renew for multiple years, and the IHC Agencies do not have any future performance obligations with regards to the renewal process, they will record revenue at the time of sale based on our expected policy duration. Therefore, due to the change in focus to sales of non-IHC products in 2020, particularly during AEP, we expect a significant increase in commission revenues in the fourth quarter of 2020. When we do sell our products instead of

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ACA, we are focusing on our "cover me to open enrollment" Short-Term Medical product (which provides up to 36 months of coverage in many states), which provides coverage from the day of sale to January 1st of the following year.

This allows insureds the option of moving to an ACA plan during an open enrollment period without having to pay for days of coverage they don't need.

·Grow the number of agents using our wholly owned Web Based Entity ("WBE"), INSX Cloud to do individual ACA enrollments. When agents utilize the INSX Cloud for enrollments we earn fee income and commission. Additionally, we have specialty health plans on the site that can be enrolled at the same time as the ACA plans which earn underwriting profit for IHC carriers and in certain instances a commission override for the agency.

•Continue to increase our DBL/PFL premiums. Effective January 1, 2018, Standard Security Life began selling a new PFL rider as part of our New York DBL policies. This is a result of New York State requiring employers to provide PFL, which would cover job-protected paid leave to care for a new child or sick family member or to assist when someone is called to active military service.

The New York Department of Financial Services increased the PFL premium rate by 76% for 2020, and further increased the rate by 89% for 2021.

·Achieve increases in both long-term and short-term disability premiums generated from new distribution relationships.

·Accomplish increases in life and disability premium by developing additional strategic functional and distribution partnerships, broaden worksite portfolio, and enhance Business to Business and Business to Consumer website functionality.

·Continue to evaluate strategic transactions. We plan to deploy some of our cash to make additional investments and acquisitions that will bolster existing or new lines of business.

·Continue to focus on administrative efficiencies.

·Continue to monitor the COVID-19 outbreak as it evolves. The duration of COVID-19 and its potential effects on our business cannot be certain, we currently cannot predict if there will be a material impact to our business, results of operations or financial condition in the remainder of 2020. During unprecedented times of uncertainty and high unemployment surrounding the COVID-19 pandemic, we have fully transitioned our existing sales teams to work from home. Our customer facing agents have transitioned to a full-time work at home model, and although we have implemented enhanced technology solutions, sales may be impacted as COVID-19 continues to develop.

Subject to making additional repurchases, acquisitions and investments, the Company will remain highly liquid as a result of the continuing shorter duration of the investment portfolio. The short duration of our portfolio enables us, if we deem prudent, the flexibility to reinvest in much higher yielding longer-term securities, which would significantly increase investment income in the future. A low duration portfolio such as ours also mitigates the adverse impact of potential inflation. IHC will continue to monitor the financial markets and invest accordingly.

Our results depend on the adequacy of our product pricing, our underwriting, the accuracy of our reserving methodology, returns on our invested assets, and our ability to manage expenses. We will also need to be diligent with increased rate review scrutiny to effect timely rate changes and will need to stay focused on the management of medical cost drivers in the event medical trend levels cause margin pressures. Factors affecting these items, as well as unemployment and global financial markets, may have a material adverse effect on our results of operations and financial condition.

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