UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended SeptemberJune 30, 20152016

OR
[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________________  to ___________________

Commission File Number:  0-11774
 
INVESTORS TITLE COMPANY
(Exact name of registrant as specified in its charter)
 North Carolina 56-1110199 
 (State of incorporation) (I.R.S. Employer Identification No.) 
                                        
121 North Columbia Street, Chapel Hill, North Carolina 27514
(Address of principal executive offices)  (Zip Code)

(919) 968-2200
(Registrant’s telephone number, including area code)

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     X   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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    X   No        

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer  Accelerated filerX Non-accelerated filer  Smaller reporting company 
      (do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
Yes        No     X   

As of October 15, 2015July 18, 2016, there were 1,953,2171,901,946 common shares of the registrant outstanding.




INVESTORS TITLE COMPANY
AND SUBSIDIARIES

INDEX
 
PART I.FINANCIAL INFORMATION 
   
Item 1.Financial Statements: 
   
 
Consolidated Balance Sheets as of SeptemberJune 30, 20152016 and December 31, 20142015
   
 
Consolidated Statements of Income For the Three and NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
   
 
Consolidated Statements of Comprehensive Income For the Three and NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
 
 
 
Consolidated Statements of Stockholders’ Equity For theNine Six Months Ended SeptemberJune 30, 20152016 and 20142015
   
 
Consolidated Statements of Cash Flows For theNine Six Months Ended SeptemberJune 30, 20152016 and 20142015
   
 
   
   
   
   
PART II.OTHER INFORMATION 
   
Legal Proceedings
   
Risk Factors
   
Item 5.Other Information
   
   
   
 




PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

Investors Title Company and Subsidiaries
Consolidated Balance Sheets
As of SeptemberJune 30, 20152016 and December 31, 20142015
(Unaudited)
September 30,
2015
 December 31,
2014
June 30,
2016
 December 31,
2015
Assets:      
Investments in securities:      
Fixed maturities, available-for-sale, at fair value (amortized cost: 2015: $94,114,403; 2014: $104,421,050)$98,034,042
 $109,048,290
Equity securities, available-for-sale, at fair value (cost: 2015: $24,247,215; 2014: $24,128,753)35,135,885
 39,254,981
Fixed maturities, available-for-sale, at fair value (amortized cost: 2016: $106,764,208; 2015: $102,015,826)$113,672,233
 $106,066,384
Equity securities, available-for-sale, at fair value (cost: 2016: $23,998,522; 2015: $23,855,873)38,961,905
 37,513,464
Short-term investments13,884,266
 2,576,993
2,665,302
 6,865,406
Other investments10,069,708
 8,530,929
9,240,525
 10,106,828
Total investments157,123,901
 159,411,193
164,539,965
 160,552,082
      
Cash and cash equivalents19,290,813
 15,826,515
22,619,643
 21,790,068
Premium and fees receivable9,067,775
 8,544,183
8,027,953
 8,392,697
Accrued interest and dividends1,286,710
 1,063,837
1,067,546
 1,004,126
Prepaid expenses and other assets8,599,846
 7,732,677
7,709,195
 12,634,105
Property, net7,176,557
 5,460,805
7,827,159
 7,148,951
Current income taxes recoverable1,767,406
 
Total Assets$202,545,602
 $198,039,210
$213,558,867
 $211,522,029
      
Liabilities and Stockholders’ Equity 
  
 
  
Liabilities: 
  
 
  
Reserves for claims$37,897,000
 $36,677,000
$37,205,000
 $37,788,000
Accounts payable and accrued liabilities19,441,453
 18,290,819
18,393,997
 25,043,588
Current income taxes payable248,679
 92,192

 210,355
Deferred income taxes, net5,635,321
 5,415,493
9,772,206
 5,703,006
Total liabilities63,222,453
 60,475,504
65,371,203
 68,744,949
      
Commitments and Contingencies
 

 
      
Stockholders’ Equity: 
  
 
  
Preferred stock (1,000,000 authorized shares; no shares issued)
 

 
Common stock - no par value (10,000,000 authorized shares; 1,953,418 and 2,023,270 shares issued and outstanding 2015 and 2014, respectively, excluding 291,676 shares for 2015 and 2014 of common stock held by the Company's subsidiary)1
 1
Common stock – no par value (10,000,000 authorized shares; 1,916,216 and 1,949,797 shares issued and outstanding 2016 and 2015, respectively, excluding 291,676 shares for 2016 and 2015 of common stock held by the Company's subsidiary)1
 1
Retained earnings129,585,111
 124,707,196
133,878,480
 131,186,866
Accumulated other comprehensive income9,606,451
 12,856,509
14,219,544
 11,483,015
Total stockholders’ equity attributable to the Company139,191,563
 137,563,706
148,098,025
 142,669,882
Noncontrolling interests131,586
 
89,639
 107,198
Total stockholders' equity139,323,149
 137,563,706
148,187,664
 142,777,080
Total Liabilities and Stockholders’ Equity$202,545,602
 $198,039,210
$213,558,867
 $211,522,029

See notes to the Consolidated Financial Statements.

1




Investors Title Company and Subsidiaries
Consolidated Statements of Income
For the Three and NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
(Unaudited)
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Three Months Ended
June 30,
Six Months Ended
June 30,
2015 2014 2015 20142016 20152016 2015
Revenues:            
Net premiums written$30,945,532
 $26,356,835
 $86,372,154
 $81,115,940
$29,790,232
 $30,464,581
$51,299,229
 $55,426,622
Investment income - interest and dividends1,117,529
 1,064,995
 3,427,055
 3,130,846
Investment income – interest and dividends1,167,005
 1,131,487
2,318,016
 2,309,526
Net realized (loss) gain on investments(338,631) 8,689
 601,336
 592,908
(14,828) 925,164
135,002
 939,967
Other2,816,828
 2,077,711
 7,924,329
 6,344,163
2,885,302
 2,960,575
4,937,486
 5,107,501
Total Revenues34,541,258
 29,508,230
 98,324,874
 91,183,857
33,827,711
 35,481,807
58,689,733
 63,783,616
            
Operating Expenses: 
    
  
 
    
Commissions to agents16,898,323
 14,440,264
 48,393,553
 48,242,923
15,674,346
 16,898,691
27,207,228
 31,495,230
Provision for claims703,979
 1,507,814
 3,621,401
 4,177,478
647,912
 2,130,810
663,871
 2,917,422
Salaries, employee benefits and payroll taxes6,957,874
 6,609,425
 21,101,955
 19,250,116
7,173,198
 6,866,632
14,645,149
 14,144,081
Office occupancy and operations1,342,288
 1,257,009
 4,089,806
 3,683,980
1,535,902
 1,443,297
3,029,762
 2,747,518
Business development568,189
 552,215
 1,633,358
 1,581,872
606,258
 578,194
1,086,648
 1,065,169
Filing fees, franchise and local taxes134,880
 233,079
 572,621
 648,022
267,103
 221,098
497,157
 437,741
Premium and retaliatory taxes573,336
 491,927
 1,684,674
 1,332,492
574,249
 634,747
886,080
 1,111,338
Professional and contract labor fees661,879
 621,305
 1,926,469
 1,976,272
537,446
 680,483
1,076,099
 1,264,590
Other264,012
 196,702
 708,918
 656,653
269,250
 241,358
472,231
 444,906
Total Operating Expenses28,104,760
 25,909,740
 83,732,755
 81,549,808
27,285,664
 29,695,310
49,564,225
 55,627,995
            
Income before Income Taxes6,436,498
 3,598,490
 14,592,119
 9,634,049
6,542,047
 5,786,497
9,125,508
 8,155,621
            
Provision for Income Taxes1,941,000
 1,004,000
 4,250,000
 2,656,000
2,012,000
 1,666,000
2,791,000
 2,309,000
            
Net Income4,495,498
 2,594,490
 10,342,119
 6,978,049
4,530,047
 4,120,497
6,334,508
 5,846,621
            
Net Income Attributable to Noncontrolling Interests(4,536) 
 (4,536) (23,523)
Net (Gain) Loss Attributable to Noncontrolling Interests(667) 
8,912
 
            
Net Income Attributable to the Company$4,490,962
 $2,594,490
 $10,337,583
 $6,954,526
$4,529,380
 $4,120,497
$6,343,420
 $5,846,621
            
Basic Earnings per Common Share$2.28
 $1.28
 $5.18
 $3.42
$2.36
 $2.06
$3.29
 $2.91
            
Weighted Average Shares Outstanding – Basic1,967,923
 2,028,818
 1,995,120
 2,033,637
1,923,213
 2,004,698
1,928,766
 2,008,718
            
Diluted Earnings per Common Share$2.28
 $1.28
 $5.17
 $3.41
$2.35
 $2.05
$3.28
 $2.90
            
Weighted Average Shares Outstanding – Diluted1,972,233
 2,032,644
 2,000,043
 2,038,875
1,928,625
 2,009,495
1,935,325
 2,013,878
            
Cash Dividends Paid per Common Share$0.08
 $0.08
 $0.24
 $0.24
$0.16
 $0.08
$0.32
 $0.16

See notes to the Consolidated Financial Statements.

2




Investors Title Company and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Three and NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
(Unaudited)
Three Months Ended
 September 30,
 
Nine Months Ended
September 30,
Three Months Ended
 June 30,
Six Months Ended
June 30,
2015 2014 2015 20142016 20152016 2015
Net income$4,495,498
 $2,594,490
 $10,342,119
 $6,978,049
$4,530,047
 $4,120,497
$6,334,508
 $5,846,621
Other comprehensive (loss) income, before tax:

 

  
  
Other comprehensive income (loss), before tax:

 

   
Amortization related to prior year service cost1,098
 554
 3,293
 1,663

 1,098

 2,195
Amortization of unrecognized loss878
 
 2,635
 
2,235
 878
4,470
 1,757
Unrealized (losses) gains on investments arising during the period(2,359,495) (960,948) (4,223,992) 2,023,167
Unrealized gains (losses) on investments arising during the period3,075,089
 (2,152,262)4,287,614
 (1,864,497)
Reclassification adjustment for sales of securities included in net income(458,058) (6,534) (1,390,070) (840,170)(53,513) (923,209)(239,592) (932,012)
Reclassification adjustment for write-downs of securities included in net income657,755
 
 668,904
 
72,444
 11,149
115,238
 11,149
Other comprehensive (loss) income, before tax(2,157,822) (966,928) (4,939,230) 1,184,660
Other comprehensive income (loss), before tax3,096,255
 (3,062,346)4,167,730
 (2,781,408)
Income tax expense related to postretirement health benefits672
 188
 2,016
 565
760
 672
1,520
 1,344
Income tax (benefit) expense related to unrealized (losses) gains on investments arising during the year(809,994) (332,034) (1,446,083) 699,001
Income tax expense (benefit) related to unrealized gains (losses) on investments arising during the period1,053,982
 (739,627)1,473,568
 (636,089)
Income tax benefit related to reclassification adjustment for sales of securities included in net income(156,447) (2,328) (474,198) (288,078)(18,372) (314,742)(83,232) (317,751)
Income tax expense related to reclassification adjustment for write-downs of securities included in net income225,293
 
 229,093
 
24,677
 3,800
39,345
 3,800
Net income tax (benefit) expense on other comprehensive (loss) income(740,476) (334,174) (1,689,172) 411,488
Other comprehensive (loss) income(1,417,346) (632,754) (3,250,058) 773,172
Net income tax expense (benefit) on other comprehensive income (loss)1,061,047
 (1,049,897)1,431,201
 (948,696)
Other comprehensive income (loss)2,035,208
 (2,012,449)2,736,529
 (1,832,712)
Comprehensive Income$3,078,152
 $1,961,736
 $7,092,061
 $7,751,221
$6,565,255
 $2,108,048
$9,071,037
 $4,013,909
Comprehensive income attributable to noncontrolling interests(4,536) 
 (4,536) (23,523)
Comprehensive (income) loss attributable to noncontrolling interests(667) 
8,912
 
Comprehensive Income Attributable to the Company$3,073,616
 $1,961,736
 $7,087,525
 $7,727,698
$6,564,588
 $2,108,048
$9,079,949
 $4,013,909

See notes to the Consolidated Financial Statements.

3




Investors Title Company and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
(Unaudited)
Common Stock Retained Earnings
 
Accumulated
Other
Comprehensive
Income

 Noncontrolling Interests
 
Total
Stockholders’
Equity

Common Stock Retained Earnings
 
Accumulated
Other
Comprehensive
Income

 
Noncontrolling
Interests

 
Total
Stockholders’
Equity

Shares Amount Shares Amount 
Balance, January 1, 20142,037,135
 $1
 $116,714,749
 $11,347,404
 $
 $128,062,154
Balance, January 1, 20152,023,270
 $1
 $124,707,196
 $12,856,509
 $
 $137,563,706
Net income attributable to the Company 
  
 6,954,526
  
   6,954,526
 
  
 5,846,621
  
   5,846,621
Dividends ($0.24 per share) 
  
 (488,127)  
   (488,127)
Dividends ($0.16 per share) 
  
 (321,117)  
   (321,117)
Shares of common stock repurchased and retired(24,432)  
 (1,747,322)  
   (1,747,322)
Stock options and stock appreciation rights exercised2,192
  
 54,988
  
   54,988
Share-based compensation expense 
  
 67,654
  
   67,654
Amortization related to postretirement health benefits 
  
  
 2,608
   2,608
Net unrealized loss on investments 
  
  
 (1,835,320)   (1,835,320)
Income tax benefit from share-based compensation    26,875
     26,875
Balance, June 30, 20152,001,030
 $1
 $128,634,895
 $11,023,797
 $
 $139,658,693
           
Balance, January 1, 20161,949,797
 $1
 $131,186,866
 $11,483,015
 $107,198
 $142,777,080
Net income attributable to the Company 
  
 6,343,420
  
   6,343,420
Dividends ($0.32 per share) 
  
 (616,677)  
   (616,677)
Shares of common stock repurchased and retired(9,824)  
 (652,657)  
   (652,657)(34,870)  
 (3,134,126)  
   (3,134,126)
Stock options and stock appreciation rights exercised1,507
  
 27,100
  
   27,100
1,289
  
 (200)  
   (200)
Share-based compensation expense 
  
 88,291
  
   88,291
 
  
 67,401
  
   67,401
Amortization related to postretirement health benefits 
  
  
 1,098
   1,098
 
  
  
 2,950
   2,950
Net unrealized gain on investments 
  
  
 772,074
   772,074
 
  
  
 2,733,579
   2,733,579
Purchase of redeemable noncontrolling interest of subsidiary    (114,320)     (114,320)
Purchase of noncontrolling interest of subsidiary        (8,647) (8,647)
Additional paid-in capital from purchase of noncontrolling interest of subsidiary    (496)     (496)
Net loss attributable to noncontrolling interests        (8,912) (8,912)
Income tax benefit from share-based compensation    15,999
     15,999
 
  
 32,292
  
   32,292
Balance, September 30, 20142,028,818
 $1
 $122,545,561
 $12,120,576
 $
 $134,666,138
           
Balance, January 1, 20152,023,270
 $1
 $124,707,196
 $12,856,509
 $
 $137,563,706
Net income attributable to the Company 
  
 10,337,583
  
   10,337,583
Dividends ($0.24 per share) 
  
 (477,392)  
   (477,392)
Shares of common stock repurchased and retired(72,044)  
 (5,166,846)  
   (5,166,846)
Stock options and stock appreciation rights exercised2,192
  
 54,988
  
   54,988
Share-based compensation expense 
  
 102,707
  
   102,707
Amortization related to postretirement health benefits 
  
  
 3,912
   3,912
Net unrealized loss on investments 
  
  
 (3,253,970)   (3,253,970)
Net effect of changes in ownership        127,050
 127,050
Net income attributable to noncontrolling interests        4,536
 4,536
Income tax benefit from share-based compensation 
  
 26,875
  
   26,875
Balance, September 30, 20151,953,418
 $1
 $129,585,111
 $9,606,451
 $131,586
 $139,323,149
Balance, June 30, 20161,916,216
 $1
 $133,878,480
 $14,219,544
 $89,639
 $148,187,664

See notes to the Consolidated Financial Statements.

4




Investors Title Company and Subsidiaries
Consolidated Statements of Cash Flows
For the NineSix Months Ended SeptemberJune 30, 20152016 and 20142015
(Unaudited)
Nine Months Ended September 30,Six Months Ended June 30,
2015 20142016 2015
Operating Activities      
Net income$10,342,119
 $6,978,049
$6,334,508
 $5,846,621
Adjustments to reconcile net income to net cash provided by operating activities: 
  
 
  
Depreciation654,838
 583,979
701,215
 449,132
Amortization, net542,841
 458,635
408,010
 364,520
Amortization related to postretirement benefits obligation5,928
 1,663
4,470
 3,952
Share-based compensation expense related to stock options102,707
 88,291
67,401
 67,654
Net (gain) loss on the disposals of property(30,374) 6,487
Net loss (gain) on the disposals of property9,314
 (18,114)
Net realized gain on investments(601,336) (592,908)(135,002) (939,967)
Net earnings from other investments(1,774,927) (990,657)(463,829) (1,209,585)
Provision for claims3,621,401
 4,177,478
663,871
 2,917,422
Provision for deferred income taxes1,909,000
 1,468,000
2,638,000
 625,000
Changes in assets and liabilities: 
  
 
  
(Increase) decrease in receivables(457,484) 261,128
Increase in other assets(1,110,322) (1,407,762)
Decrease (increase) in receivables364,744
 (836,421)
Decrease (increase) in other assets4,826,648
 (202,641)
Increase in current income taxes recoverable
 (1,257,252)(1,767,406) 
Increase (decrease) in accounts payable and accrued liabilities1,150,634
 (1,640,499)
Increase in current income taxes payable156,487
 
Decrease in accounts payable and accrued liabilities(6,649,591) (1,390,662)
(Decrease) increase in current income taxes payable(210,355) 331,716
Payments of claims, net of recoveries(2,401,401) (3,285,478)(1,246,871) (1,469,422)
Net cash provided by operating activities12,110,111
 4,849,154
5,545,127
 4,539,205
      
Investing Activities 
  
 
  
Purchases of available-for-sale securities(5,794,149) (13,572,217)(11,310,308) (3,471,184)
Purchases of short-term investments(11,642,357) (2,923,269)(361,749) (6,307,977)
Purchases of other investments(3,164,415) (1,036,110)(922,855) (858,464)
Purchase of noncontrolling interest of subsidiary(9,143) 
Proceeds from sales and maturities of available-for-sale securities16,212,924
 10,321,679
6,163,762
 9,655,760
Proceeds from sales and maturities of short-term investments335,084
 4,694,893
4,561,853
 296,830
Proceeds from sales and distributions of other investments3,167,494
 1,050,427
2,259,687
 2,201,964
Proceeds from sales of other assets113,238
 26,233
10,649
 19,104
Purchase of subsidiary(72,600) 
Purchase of redeemable noncontrolling interest of subsidiary
 (515,275)
Purchases of property(2,313,052) (1,649,412)(1,419,392) (1,144,333)
Proceeds from the sale of property74,395
 15,400
30,655
 52,413
Net cash used in investing activities(3,083,438) (3,587,651)
Net cash (used in) provided by investing activities(996,841) 444,113
      
Financing Activities 
  
 
  
Repurchases of common stock(5,166,846) (652,657)(3,134,126) (1,747,322)
Exercises of stock options and SARs54,988
 27,100
(200) 54,988
Distributions to noncontrolling interest
 (168,057)
Excess tax benefits related to exercise of stock options and SARs26,875
 15,999
32,292
 26,875
Dividends paid(477,392) (488,127)(616,677) (321,117)
Net cash used in financing activities(5,562,375) (1,265,742)(3,718,711) (1,986,576)
      
Net Increase (Decrease) in Cash and Cash Equivalents3,464,298
 (4,239)
Net Increase in Cash and Cash Equivalents829,575
 2,996,742
Cash and Cash Equivalents, Beginning of Period15,826,515
 23,626,761
21,790,068
 15,826,515
Cash and Cash Equivalents, End of Period$19,290,813
 $23,622,522
$22,619,643
 $18,823,257

5





Consolidated Statements of Cash Flows, continued  
Nine Months Ended September 30,Six Months Ended June 30,
2015 20142016 2015
Supplemental Disclosures:      
Cash Paid During the Year for:      
Income tax payments, net$2,727,700
 $2,443,000
$2,099,000
 $1,329,000
Non Cash Investing and Financing Activities   
Non cash net unrealized loss (gain) on investments, net of deferred tax benefit (provision) of $1,691,188 and $(410,923) for 2015 and 2014, respectively$3,253,970
 $(772,074)
Non Cash Investing and Financing Activities:   
Non cash net unrealized (gain) loss on investments, net of deferred tax (provision) benefit of $(1,429,681) and $950,040 for 2016 and 2015, respectively$(2,733,579) $1,835,320

See notes to the Consolidated Financial Statements.

6




INVESTORS TITLE COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
SeptemberJune 30, 20152016
(Unaudited)

Note 1 - Basis of Presentation and Significant Accounting Policies

Reference should be made to the “Notes to Consolidated Financial Statements” appearing in the Annual Report on Form 10-K for the year ended December 31, 20142015 of Investors Title Company (the “Company”) for a complete description of the Company’s significant accounting policies.

Principles of Consolidation – The accompanying unaudited Consolidated Financial Statements include the accounts and operations of Investors Title Company and its subsidiaries, and have been prepared in accordance with generally accepted accounting principles for interim financial information, with the instructions to Form 10-Q and with Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. Earnings attributable to noncontrolling interests in majority-owned title insurance agencies including redeemable noncontrolling interests, are recorded in the Consolidated Statements of Income. Noncontrolling interests representing the portion of equity not related to the Company's ownership interests are recorded in separate sections of the Consolidated Balance Sheets. All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company in the accompanying unaudited Consolidated Financial Statements have been included. All such adjustments are of a normal recurring nature. Operating results for the quarter ended SeptemberJune 30, 20152016 are not necessarily indicative of the results that may be expected for the year ending December 31, 20152016.

Allowance for Doubtful Accounts – Company management continually evaluates the collectability of receivables and provides an allowance for doubtful accounts equal to estimated losses expected to be incurred in the collection of premiums and fees receivable.

Use of Estimates and Assumptions – The preparation of the Company’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used.

Subsequent Events – The Company has concluded that there were no material subsequent events requiring adjustment to or disclosure in its Consolidated Financial Statements.

Recently Issued Accounting Standards – In February 2015,June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The update broadens the information that an entity must consider in developing its expected credit loss estimates, and is meant to better reflect an entity’s current estimate of all expected credit losses. In addition, this update amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The update is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years.  Early adoption is permitted as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the recently issued accounting standard will have on the Company's financial position and results of operations, but does not expect it to have a material impact.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718). ASU 2016-09 updated guidance to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.  The update is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years.  Early adoption is permitted.  The Company is currently evaluating the impact that the recently issued accounting standard will have on the Company's financial position and results of operations, but does not expect it to have a material impact.



In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 updated guidance to improve financial reporting for leasing transactions. The core principle of the guidance is that lessees will be required to recognize assets and liabilities on the balance sheet for all leases with terms of more than twelve months. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The accounting applied by a lessor is largely unchanged from current GAAP, with some targeted improvements. Disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, both lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption was permitted for all entities upon issuance. The Company is currently evaluating whether or not the recently issued accounting standard will have a material impact on the Company's financial position or results of operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 updated guidance to enhance the reporting model for financial instruments. Among the main principles of the guidance applicable to the Company are provisions to: require equity investments, except those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income; simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, noting that when a qualitative assessment indicates that impairment exists that an entity is required to measure the investment at fair value; eliminate the requirement to disclose methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost; require entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; require separate presentation of financial assets and financial liabilities by measuring category and form of financial asset on the balance sheet or accompanying notes to the financial statements; and clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted for the provision requiring entities to recognize the fair value change from instrument-specific credit risk in other comprehensive income for financial liabilities measured using the fair value option in Accounting Standards Codification ("ASC") 825, and can be early adopted for financial statements of annual or interim periods that have not yet been issued or made available for issuance. The Company will be required to apply the update by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with the amendments related to equity securities without readily determinable fair values being applied prospectively to equity investments that exist as of the date of adoption. The guidance is expected to have a material impact on the Company’s financial condition and results of operations once effective, primarily resulting from fluctuations in security exchanges or markets.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 updated guidance to change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and provide a scope exception from consolidation guidance for reporting entities that are required to comply with or operate in accordance with certain requirements similar to those for registered money market funds. For public entities, this update becomeswas effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating theadopted this update on January 1, 2016 with no impact that the recently issued accounting standard will have onto the Company's financial position andor results of operations, but doesoperations. Certain investments previously considered voting interest entities are considered VIEs under this update. However, since the Company is not expect itconsidered the primary beneficiary, none of the investments are consolidated. Refer to have a material impact.Note 6 for additional disclosure.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 updated guidance to improve the comparability of revenue recognition practices for entities that either enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards such as insurance contracts or lease standards. 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. For public entities, this update originally became effective for interim and annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 updated guidance to defer the effective date of the standard by one year. Early adoption is not permitted, although public entities are permitted to elect to adopt the amendments on the original effective date. The Company is currently evaluating the impact that the recently issued accounting standard will have on the Company's financial position and results of operations, but does not expect it to have a material impact.

7






Note 2 - Reserves for Claims

Transactions in the reserves for claims for the nine monthssix-month period ended SeptemberJune 30, 20152016 and the year ended December 31, 20142015 are summarized as follows:
September 30, 2015 December 31, 2014June 30, 2016 December 31, 2015
Balance, beginning of period$36,677,000
 $35,360,000
$37,788,000
 $36,677,000
Provision, charged to operations3,621,401
 5,229,716
663,871
 4,478,494
Payments of claims, net of recoveries(2,401,401) (3,912,716)(1,246,871) (3,367,494)
Ending balance$37,897,000
 $36,677,000
$37,205,000
 $37,788,000

The total reserve for all reported and unreported losses the Company incurred through SeptemberJune 30, 20152016 is represented by the reserves for claims. The Company's reserves for unpaid losses and loss adjustment expenses are established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy claims that have been incurred but not yet reported (“IBNR”). Despite the variability of such estimates, management believes that the reserves are adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through SeptemberJune 30, 20152016. Management continually reviews and adjusts its reserve estimates to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews may be significant.

A summary of the Company’s loss reserves, broken down into its components of known title claims and IBNR, follows:
September 30, 2015 % December 31, 2014 %June 30, 2016 % December 31, 2015 %
Known title claims$5,276,778
 13.9 $5,364,645
 14.6$4,889,191
 13.1 $5,066,469
 13.4
IBNR32,620,222
 86.1 31,312,355
 85.432,315,809
 86.9 32,721,531
 86.6
Total loss reserves$37,897,000
 100.0 $36,677,000
 100.0$37,205,000
 100.0 $37,788,000
 100.0

Claims and losses paid are charged to the reserves for claims. Although claims losses are typically paid in cash, occasionally claims are settled by purchasing the interest of the insured or the claimant in the real property. When this event occurs, the Company carries assets at the lower of cost or estimated realizable value, net of any indebtedness on the property.

Note 3 - Earnings Per Common Share and Share Awards

Basic earnings per common share is computed by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income attributable to the Company by the combination of dilutive potential common stock, comprised of shares issuable under the Company’s share-based compensation plans and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, when share-based awards are exercised, (a) the exercise price of a share-based award; (b) the amount of compensation cost, if any, for future services that the Company has not yet recognized; and (c) the amount of estimated tax benefits that would be recorded in retained earnings, if any, are assumed to be used to repurchase shares in the current period. The number of incremental dilutive potential common shares, calculated using the treasury stock method, was 4,3105,412 and 3,8264,797 for the three monthsthree-month periods ended SeptemberJune 30, 20152016 and 2014,2015, respectively and 4,9236,559 and 5,2385,160 for the nine monthssix-month periods ended SeptemberJune 30, 20152016 and 2014,2015, respectively.


8




The following table sets forth the computation of basic and diluted earnings per share for the threethree- and six-month periods ended nine months endedSeptemberJune 30:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
2015 2014 2015 20142016 20152016 2015
Net income attributable to the Company$4,490,962
 $2,594,490
 $10,337,583
 $6,954,526
$4,529,380
 $4,120,497
$6,343,420
 $5,846,621
Weighted average common shares outstanding – Basic1,967,923
 2,028,818
 1,995,120
 2,033,637
1,923,213
 2,004,698
1,928,766
 2,008,718
Incremental shares outstanding assuming the exercise of dilutive stock options and SARs (share-settled)4,310
 3,826
 4,923
 5,238
5,412
 4,797
6,559
 5,160
Weighted average common shares outstanding – Diluted1,972,233
 2,032,644
 2,000,043
 2,038,875
1,928,625
 2,009,495
1,935,325
 2,013,878
Basic earnings per common share$2.28
 $1.28
 $5.18
 $3.42
$2.36
 $2.06
$3.29
 $2.91
Diluted earnings per common share$2.28
 $1.28
 $5.17
 $3.41
$2.35
 $2.05
$3.28
 $2.90

There were 7,5000 and 3,0004,500 potential shares excluded from the computation of diluted earnings per share for the three monthsthree-month periods ended SeptemberJune 30, 20152016 and 2014,2015, respectively. There were 4,500 and 0 potential shares excluded from the computation of diluted earnings per share for both the nine monthssix-month periods ended SeptemberJune 30, 20152016 and 2014,2015, respectively. These potentialPotential shares that were anti-dilutive becauseexcluded from the underlying share awardscomputations had strikeexercise prices that exceededwere greater than the fair market value.stock price and were therefore considered antidilutive.
 
The Company has adopted employee stock award plans under which restricted stock, and options or stock appreciation rights ("SARs") to acquire shares (not to exceed 500,000 shares) of the Company's stock may be granted to key employees or directors of the Company at a price not less than the market value on the date of grant. There is currently one active plan from which the Company may grant share-based awards. The awards eligible to be granted under the active plan are limited to SARs, and options (which have predominantly been incentivethe maximum aggregate number of shares of common stock options) awardedof the Company available pursuant to the plan for the grant of SARs is 250,000 shares.

As of June 30, 2016, the only outstanding awards under the plans thus far generally expirewere SARs expiring in five to tenseven years from the date of grant, all of which vest and are exercisable and vest: immediately; within one year; or at 10% to 20% per year beginning on of the date of grant. All SARs issued to date have been share-settled only.

A summary of share-based award transactions for all share-based award plans follows:
 
Number
Of Shares
 
Weighted
Average
Exercise Price
 
Average Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
Outstanding as of January 1, 201419,000
 $45.74
 3.43 $669,610
SARs granted4,500
 68.70
    
SARs exercised(1,500) 49.04
    
Options exercised(1,000) 27.21
    
Options/SARs canceled/forfeited/expired
 
    
Outstanding as of December 31, 201421,000
 $51.30
 3.64 $453,510
SARs granted4,500
 73.00
    
SARs exercised(2,000) 47.88
    
Options exercised(1,500) 36.79
    
Options/SARs canceled/forfeited/expired
 
    
Outstanding as of September 30, 201522,000
 $57.04
 4.18 $355,455
Exercisable as of September 30, 201519,750
 $55.23
 3.90 $355,005
Unvested as of September 30, 20152,250
 $73.00
 6.64 $450
 
Number
Of Shares
 
Weighted
Average
Exercise Price
 
Average Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
Outstanding as of January 1, 201521,000
 $51.30
 3.64 $453,510
SARs granted4,500
 73.00
    
SARs exercised(2,000) 47.88
    
Options exercised(1,500) 36.79
    
Outstanding as of December 31, 201522,000
 $57.04
 3.93 $945,055
SARs granted4,500
 93.87
    
SARs exercised(2,000) 32.00
    
Outstanding as of June 30, 201624,500
 $65.85
 4.35 $720,265
        
Exercisable as of June 30, 201621,125
 $61.38
 3.95 $715,607
        
Unvested as of June 30, 20163,375
 $93.87
 6.88 $4,658

During the second quarters of both 20152016 and 2014,2015, the Company issued a total of 4,500 share-settled SARs to the directors of the Company. SARs give the holder the right to receive stock equal to the appreciation in the value of shares of stock from the grant date for a specified period of time, and as a result, are accounted for as equity instruments. The fair value of each award is estimated on the date of grant using the Black-Scholes option valuation model with the weighted average assumptions noted in the table shown below. Expected volatilities are based on both the implied and historical volatility of the Company's stock. The Company uses historical data to project SAR exercises and pre-exercise forfeitures within the valuation model. The expected term of awards represents the period of time that SARs granted are expected to be outstanding. The interest rate assumed for the expected life of the award is based on the U.S. Treasury yield curve at the time of the grant. The weighted average fair values for the SARs issued during 2016 and 2015 were $28.75 and 2014 were $31.16, and $28.98, respectively.


9




The weighted average fair values for SARs issued during 20152016 and 20142015 were estimated using the weighted average assumptions shown in the table below:
2015 20142016 2015
Expected life in years7.0
 6.9
7.0
 7.0
Volatility40.7% 39.9%28.9% 40.7%
Interest rate2.0% 2.1%1.7% 2.0%
Yield rate0.4% 0.4%0.7% 0.4%

There was approximately $103,00067,000 and $88,00068,000 of compensation expense relating to SARs or options vesting on or before SeptemberJune 30, 20152016 and 20142015, respectively, included in salaries, employee benefits and payroll taxes in the Consolidated Statements of Income. As of SeptemberJune 30, 2015,2016, there was approximately $70,000$97,000 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s stock award plans. That cost is expected to be recognized over a period of approximately 5 months based on weighted average durations.

There have been no stock options or SARs granted where the exercise price was less than the market price on the date of grant.

Note 4 – Segment Information

The Company has one reportable segment, title insurance services. The remaining immaterial segments have been combined into a group called “All Other.”

The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents. Title insurance policies insure titles to real estate.

Provided below is selected financial information about the Company's operations by segment for the periods ended SeptemberJune 30, 20152016 and 20142015:
Three Months Ended September 30, 2015
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Three Months Ended June 30, 2016
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Insurance and other services revenues$32,583,093
 $1,684,088
 $(504,821) $33,762,360
$31,378,257
 $1,898,899
 $(601,622) $32,675,534
Investment income1,000,839
 140,024
 (23,334) 1,117,529
1,072,189
 141,484
 (46,668) 1,167,005
Net realized loss on investments(309,874) (28,757) 
 (338,631)
Net realized (loss) gain on investments(19,806) 4,978
 
 (14,828)
Total revenues$33,274,058
 $1,795,355
 $(528,155) $34,541,258
$32,430,640
 $2,045,361
 $(648,290) $33,827,711
Operating expenses27,001,636
 1,590,524
 (487,400) 28,104,760
26,182,798
 1,687,067
 (584,201) 27,285,664
Income before income taxes$6,272,422
 $204,831
 $(40,755) $6,436,498
$6,247,842
 $358,294
 $(64,089) $6,542,047
Total assets$160,754,846
 $41,790,756
 $
 $202,545,602
$167,239,552
 $46,319,315
 $
 $213,558,867
Three Months Ended September 30, 2014Title
Insurance
 All
Other
 Intersegment
Eliminations
 Total
Insurance and other services revenues$27,381,759
 $1,517,927
 $(465,140) $28,434,546
Investment income956,894
 131,435
 (23,334) 1,064,995
Net realized gain on investments5,781
 2,908
 
 8,689
Total revenues$28,344,434
 $1,652,270
 $(488,474) $29,508,230
Operating expenses24,940,774
 1,416,685
 (447,719) 25,909,740
Income before income taxes$3,403,660
 $235,585
 $(40,755) $3,598,490
Total assets$152,813,417
 $42,681,883
 $
 $195,495,300

10



Nine Months Ended September 30, 2015
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Three Months Ended June 30, 2015Title
Insurance
 All
Other
 Intersegment
Eliminations
 Total
Insurance and other services revenues$90,824,523

$4,803,604

$(1,331,644)
$94,296,483
$32,245,905
 $1,655,359
 $(476,108) $33,425,156
Investment income3,061,857

435,200

(70,002)
3,427,055
1,010,243
 144,578
 (23,334) 1,131,487
Net realized gain (loss) on investments604,093

(2,757)


601,336
Net realized gain on investments899,588
 25,576
 
 925,164
Total revenues$94,490,473

$5,236,047

$(1,401,646)
$98,324,874
$34,155,736
 $1,825,513
 $(499,442) $35,481,807
Operating expenses80,214,039

4,798,097

(1,279,381)
83,732,755
28,614,932
 1,539,065
 (458,687) 29,695,310
Income before income taxes$14,276,434

$437,950

$(122,265)
$14,592,119
$5,540,804
 $286,448
 $(40,755) $5,786,497
Total assets$160,754,846

$41,790,756

$

$202,545,602
$156,308,663
 $43,890,892
 $
 $200,199,555
Nine Months Ended September 30, 2014
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Six Months Ended June 30, 2016
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Insurance and other services revenues$84,257,427
 $4,418,659
 $(1,215,983) $87,460,103
$53,769,980
 $3,471,054
 $(1,004,319) $56,236,715
Investment income2,823,098
 377,750
 (70,002) 3,130,846
2,126,975
 284,377
 (93,336) 2,318,016
Net realized gain on investments536,309
 56,599
 
 592,908
74,123
 60,879
 
 135,002
Total revenues$87,616,834
 $4,853,008
 $(1,285,985) $91,183,857
$55,971,078
 $3,816,310
 $(1,097,655) $58,689,733
Operating expenses78,256,239
 4,457,289
 (1,163,720) 81,549,808
47,279,715
 3,253,988
 (969,478) 49,564,225
Income before income taxes$9,360,595
 $395,719
 $(122,265) $9,634,049
$8,691,363
 $562,322
 $(128,177) $9,125,508
Total assets$152,813,417
 $42,681,883
 $
 $195,495,300
$167,239,552
 $46,319,315
 $
 $213,558,867


Six Months Ended June 30, 2015
Title
Insurance
 
All
Other
 
Intersegment
Eliminations
 Total
Insurance and other services revenues$58,241,430
 $3,119,516
 $(826,823) $60,534,123
Investment income2,061,018
 295,176
 (46,668) 2,309,526
Net realized gain on investments913,967
 26,000
 
 939,967
Total revenues$61,216,415
 $3,440,692
 $(873,491) $63,783,616
Operating expenses53,212,403
 3,207,573
 (791,981) 55,627,995
Income before income taxes$8,004,012
 $233,119
 $(81,510) $8,155,621
Total assets$156,308,663
 $43,890,892
 $
 $200,199,555

Note 5 – Retirement Agreements and Other Postretirement Benefits

The Company’s subsidiary, Investors Title Insurance Company ("ITIC"), is a party to employment agreements with key executives that provide for the continuation of certain employee benefits and other payments due under the agreements upon retirement, estimated to total $7,731,0008,438,000 and $7,111,0007,818,000 as of SeptemberJune 30, 20152016 and December 31, 20142015, respectively. The executive employee benefits include health insurance, dental, vision and life insurance and are unfunded. These amounts are classified as accounts payable and accrued liabilities in the Consolidated Balance Sheets. The following sets forth the net periodic benefits cost for the executive benefits for the periods ended SeptemberJune 30, 20152016 and 20142015:
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
Three Months Ended
June 30,
Six Months Ended
June 30,
2015 2014 2015 20142016 20152016 2015
Service cost – benefits earned during the year$4,187
 $3,666
 $12,561
 $11,000
$2,545
 $4,187
$5,090
 $8,374
Interest cost on the projected benefit obligation7,693
 7,618
 23,079
 22,854
8,781
 7,693
17,562
 15,386
Amortization of unrecognized prior service cost1,098
 554
 3,293
 1,663

 1,098

 2,195
Amortization of unrecognized losses878
 
 2,635
 
2,235
 878
4,470
 1,757
Net periodic benefits costs$13,856
 $11,838
 $41,568
 $35,517
$13,561
 $13,856
$27,122
 $27,712

Note 6 -– Investments and Estimated Fair Value Measurement

Investments in Securities

The aggregate estimated fair value, gross unrealized holding gains, gross unrealized holding losses and cost or amortized cost for securities by major security type are as follows:
As of June 30, 2016
Amortized
Cost
 
Gross
Unrealized
Gains
 Gross Unrealized Losses Estimated Fair Value
Fixed maturities, available-for-sale, at fair value:       
General obligations of U.S. states, territories and political subdivisions$33,490,433
 $1,456,384
 $
 $34,946,817
Special revenue issuer obligations of U.S. states, territories and political subdivisions56,437,628
 4,490,430
 678
 60,927,380
Corporate debt securities16,836,147
 961,889
 
 17,798,036
Total$106,764,208
 $6,908,703
 $678
 $113,672,233
Equity securities, available-for-sale, at fair value: 
  
  
  
Common stocks$23,998,522
 $15,057,993
 $94,610
 $38,961,905
Total$23,998,522
 $15,057,993
 $94,610
 $38,961,905
Short-term investments: 
  
  
  
Money market funds and certificates of deposit$2,665,302
 $
 $
 $2,665,302
Total$2,665,302
 $
 $
 $2,665,302


As of December 31, 2015
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
Fixed maturities, available-for-sale, at fair value:       
General obligations of U.S. states, territories and political subdivisions$31,883,439
 $987,595
 $11,734
 $32,859,300
Special revenue issuer obligations of U.S. states, territories and political subdivisions52,202,815
 2,604,152
 26,127
 54,780,840
Corporate debt securities17,004,985
 539,832
 58,473
 17,486,344
Auction rate securities924,587
 15,313
 
 939,900
Total$102,015,826
 $4,146,892
 $96,334
 $106,066,384
Equity securities, available-for-sale, at fair value: 
  
  
  
Common stocks and nonredeemable preferred stocks$23,855,873
 $13,785,968
 $128,377
 $37,513,464
Total$23,855,873
 $13,785,968
 $128,377
 $37,513,464
Short-term investments: 
  
  
  
Money market funds and certificates of deposit$6,865,406
 $
 $
 $6,865,406
Total$6,865,406
 $
 $
 $6,865,406

The special revenue category for both periods presented includes approximately 50 individual bonds with revenue sources from a variety of municipal sectors.

The scheduled maturities of fixed maturity securities at June 30, 2016 were as follows:
 Available-for-Sale
 
Amortized
Cost
 
Fair
Value
Due in one year or less$22,144,063
 $22,385,064
Due after one year through five years35,145,286
 37,191,882
Due five years through ten years47,484,081
 51,467,938
Due after ten years1,990,778
 2,627,349
Total$106,764,208
 $113,672,233



Realized gains and losses on investments for the six-month periods ended June 30 are summarized as follows:
 2016 2015
Gross realized gains from securities: 
  
Special revenue issuer obligations of U.S. states, territories and political subdivisions$160
 $
Corporate debt securities20
 999
Common stocks and nonredeemable preferred stocks282,454
 944,564
Auction rate securities74,996
 
Total$357,630
 $945,563
Gross realized losses from securities: 
  
General obligations of U.S. states, territories and political subdivisions$
 $(12,319)
Special revenue issuer obligations of U.S. states, territories and political subdivisions(1,085) (398)
Common stocks and nonredeemable preferred stocks(116,953) (834)
Other-than-temporary impairment of securities(115,238) (11,149)
Total$(233,276) $(24,700)
Net realized gain from securities$124,354
 $920,863
Net realized gain on other investments:   
Gains on other investments$10,648
 $19,104
Total$10,648
 $19,104
Net realized gain on investments$135,002
 $939,967

Realized gains and losses are determined on the specific identification method.  

The following table presents the gross unrealized losses on investment securities and the fair value of the securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at June 30, 2016 and December 31, 2015:
 Less than 12 Months 12 Months or Longer Total
As of June 30, 2016
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
General obligations of U.S. states, territories and political subdivisions$
 $
 $
 $
 $
 $
Special revenue issuer obligations of U.S. states, territories and political subdivisions884,083
 (678) 
 
 884,083
 (678)
Corporate debt securities
 
 
 
 
 
Total fixed income securities$884,083
 $(678) $
 $
 $884,083
 $(678)
Equity securities$1,138,863
 $(77,707) $269,035
 $(16,903) $1,407,898
 $(94,610)
Total temporarily impaired securities$2,022,946
 $(78,385) $269,035
 $(16,903) $2,291,981
 $(95,288)
 Less than 12 Months 12 Months or Longer Total
As of December 31, 2015
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
General obligations of U.S. states, territories and political subdivisions$1,758,345
 $(11,734) $
 $
 $1,758,345
 $(11,734)
Special revenue issuer obligations of U.S. states, territories and political subdivisions1,672,217
 (5,139) 1,183,963
 (20,989) 2,856,180
 (26,128)
Corporate debt securities6,981,275
 (58,472) 
 
 6,981,275
 (58,472)
Total fixed income securities$10,411,837
 $(75,345) $1,183,963
 $(20,989) $11,595,800
 $(96,334)
Equity securities$5,533,667
 $(128,377) $
 $
 $5,533,667
 $(128,377)
Total temporarily impaired securities$15,945,504
 $(203,722) $1,183,963
 $(20,989) $17,129,467
 $(224,711)



As of June 30, 2016, the Company held $884,083 in fixed maturity securities with unrealized losses of $678. As of December 31, 2015, the Company held $11,595,800 in fixed maturity securities with unrealized losses of $96,334. The decline in fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities. Because the Company does not have the intent to sell these securities and will likely not be compelled to sell them before it can recover its cost basis, the Company does not consider these investments to be other-than-temporarily impaired.

As of June 30, 2016, the Company held $1,407,898 in equity securities with unrealized losses of $94,610. As of December 31, 2015, the Company held $5,533,667 in equity securities with unrealized losses of $128,377. The unrealized losses related to holdings of equity securities were caused by market changes that the Company considers to be temporary. Since the Company has the intent and ability to hold these equity securities until a recovery of fair value, the Company does not consider these investments other-than-temporarily impaired.

Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been below cost, the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes. A total of 7 and 30 securities had unrealized losses at June 30, 2016 and December 31, 2015, respectively. Reviews of the values of securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods resulting in a realized loss. The Company recorded other-than-temporary impairment charges for debt and equity investments in the amount of $115,238 for the six-month period ended June 30, 2016 and $11,149 for the six-month period ended June 30, 2015. Other-than-temporary impairment charges are included in net realized gain on investments in the Consolidated Statements of Income.

Variable Interest Entities

The Company holds investments in VIEs that are not consolidated in the Company's financial statements as the Company is not the primary beneficiary. These entities are considered VIEs as the equity investors at risk, including the Company, do not have the power over the activities that most significantly impact the economic performance of the entities; this power resides with a third-party general partner or managing member that cannot be removed except for cause. The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or limited liability companies ("LLCs"), as of June 30, 2016:
Type of Investment Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss (a)
  Tax credit LPs Other investments $1,072,261
 $1,072,261
 $1,325,000
  Real estate LLCs or LPs Other investments 3,360,151
 3,298,444
 6,350,000
  Small business investment LPs Other investments 2,490,953
 1,893,348
 5,400,000
Total   $6,923,365
 $6,264,053
 $13,075,000

(a)Maximum potential loss is calculated as the total investment in the LLC or LP including any capital commitments that may have not yet been called. The Company is not exposed to any loss beyond the total commitment of its investment.

Valuation of Financial Assets and Liabilities
 
The FASB has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities. This hierarchy categorizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

A financial instrument’s classification within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement – consequently, if there are multiple significant valuation inputs that are categorized in different levels of the hierarchy, the instrument’s hierarchy level is the lowest level (with Level 3 being the lowest level) within which any significant input falls.


11




Debt and Equity Securities

The Level 1 category includes equity securities that are measured at estimated fair value using quoted active market prices.

The Level 2 category includes fixed maturity investments such as corporate bonds, U.S. government and agency bonds and municipal bonds. FairEstimated fair value is principally based on market values obtained from a third party pricing service. Factors that are used in determining estimated fair market value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. The Company receives one quote per security from a third party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with Accounting Standards Codification (“ASC”)ASC 820, Fair Value Measurements and Disclosures. Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding. As of SeptemberJune 30, 20152016 and December 31, 2014,2015, the Company did not adjust any Level 2 fair values.

A number of the Company’s investment grade corporate bonds are frequently traded in active markets, and trading prices are consequently available for these securities. However, these securities are classified as Level 2 because the pricing service from which the Company has obtained estimated fair values for these instruments uses valuation models that use observable market inputs in addition to trading prices. Substantially all of the input assumptions used in the service’s model are observable in the marketplace or can be derived or supported by observable market data.

The Level 3 category only includes the Company’sCompany's investments in student loan auction rate securities (“ARS”("ARS") because quoted prices are unavailable due to the failure offailed auctions. The Company’s ARS portfolio, iswhich was comprised entirely of an investment grade student loan ARS.ARS, was sold during the first quarter of 2016. The par value of these securitiesthis security was $1,000,000$1,000,000 as of September 30, 2015 and December 31, 2014,2015, with approximately 97.0% as of both September 30, 2015 and December 31, 2014, guaranteed by the U.S. Department of Education.

Some of the inputs to ARS valuation are unobservable in the market and are significant –significant; therefore, the Company utilizesutilized another third party pricing service to assist in the determination of the estimated fair market value of these securities. This service usesused a proprietary valuation model that considersconsidered factors such as the following: the financial standing of the issuer; reported prices and the extent of public trading in similar financial instruments of the issuer or comparable companies; the ability of the issuer to obtain required financing; changes in the economic conditions affecting the issuer; pricing by other dealers in similar securities; time to maturity; and interest rates. The following table summarizes some key assumptions the service used to determine the fair value of the ARS portfolio as of September 30, 2015 and December 31, 2014:
 2015 2014
Cumulative probability of earning maximum rate until maturity—% —%
Cumulative probability of principal returned prior to maturity95.2% 95.2%
Cumulative probability of default at some future point4.8% 4.8%

Significant increases or decreases in any of the inputs in isolation could result in significant changes to the fair value measurement. Generally, increases in default probabilities and liquidity risk premiums lower the fair market value while increases in principal being returned and earning maximum rates increase fair market values.

Based upon these inputs and assumptions, the pricing service providesprovided a range of values to the Company for its ARS. The Company recordsrecorded the estimated fair value based on the midpoint of the range and believes that this valuation is the most reasonable estimate of fair value. In 2015, and 2014, the difference in the low and high values of the ranges was approximately one to four percent of the carrying value of the Company’s ARS.

The following table presents, by level, the financial assets carried at estimated fair value measured on a recurring basis as of SeptemberJune 30, 20152016 and December 31, 2014.2015. The table does not include cash on hand and also does not include assets that are measured at historical cost or any basis other than fair value. Level 3 assets are comprised solely of ARS.

12



As of September 30, 2015Level 1 Level 2 Level 3 Total
Short-term investments$13,884,266
 $
 $
 $13,884,266
Equity securities: 
  
  
  
Common stock35,135,885
 
 
 35,135,885
Fixed maturities: 
  
  
  
Obligations of U.S. states, territories and political subdivisions*
 78,912,653
 
 78,912,653
Corporate debt securities*
 18,182,389
 939,000
 19,121,389
Total$49,020,151
 $97,095,042
 $939,000
 $147,054,193
As of December 31, 2014Level 1 Level 2 Level 3 Total
As of June 30, 2016Level 1 Level 2 Level 3 Total
Short-term investments$2,576,993
 $
 $
 $2,576,993
$2,665,302
 $
 $
 $2,665,302
Equity securities:        
  
  
  
Common stock and nonredeemable preferred stock39,254,981
 
 
 39,254,981
Common stock38,961,905
 
 
 38,961,905
Fixed maturities:        
  
  
  
Obligations of U.S. states, territories and political subdivisions*
 85,780,755
 
 85,780,755

 95,874,197
 
 95,874,197
Corporate debt securities*
 22,328,435
 939,100
 23,267,535

 17,798,036
 
 17,798,036
Total$41,831,974
 $108,109,190
 $939,100
 $150,880,264
$41,627,207
 $113,672,233
 $
 $155,299,440


As of December 31, 2015Level 1 Level 2 Level 3 Total
Short-term investments$6,865,406
 $
 $
 $6,865,406
Equity securities:       
Common stock37,513,464
 
 
 37,513,464
Fixed maturities:       
Obligations of U.S. states, territories and political subdivisions*
 87,640,140
 
 87,640,140
Corporate debt securities*
 17,486,344
 939,900
 18,426,244
Total$44,378,870
 $105,126,484
 $939,900
 $150,445,254

*Denotes fair market value obtained from pricing services.

There were no transfers into or out of Levels 1, 2 or 3 during the period.

To help ensure that fair value determinations are consistent with ASC 820, prices from our pricing services go through multiple review processes to ensure appropriate pricing. Pricing procedures and inputs used to price each security include, but are not limited to, the following: unadjusted quoted market prices for identical securities such as stock market closing prices; non-binding quoted prices for identical securities in markets that are not active; interest rates; yield curves observable at commonly quoted intervals; volatility; prepayment speeds; loss severity; credit risks and default rates. The Company reviews the procedures and inputs used by its pricing services, and verifies a sample of the services’ quotes by comparing them to values obtained from other pricing resources. In the event the Company disagrees with a price provided by its pricing services, the respective service reevaluates the price to corroborate the market information and then reviews inputs to the evaluation in light of potentially new market data. The Company believes that these processes and inputs result in appropriate classifications and fair values consistent with ASC 820.

Other Financial Instruments

The Company uses various financial instruments in the normal course of its business. In the measurement of the estimated fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available. These derived fair value estimates are significantly affected by the assumptions used. Additionally, ASC 820 excludes from its scope certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments.
 
In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:
 
Cash and cash equivalents
 
The carrying amount for cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments.
 
Cost-basis investments
 
The estimated fair value of cost-basis investments is calculated from the book value of the underlying entities, which is not materially different from the fair value of the underlying entity. These items are included in other investments in the Consolidated Balance Sheets.
 

13



Accrued dividends and interest
 
The carrying amount for accrued dividends and interest is a reasonable estimate of fair value due to the short-term maturity of these assets.
 


The carrying amounts and estimated fair values of theseother financial instruments (please note(see previous table for investments are disclosed in a previous table)carried at estimated fair value) as of SeptemberJune 30, 20152016 and December 31, 20142015 are presented in the following table:
As of September 30, 2015Carrying Value 
Estimated Fair
Value
 Level 1 Level 2 Level 3
As of June 30, 2016Carrying Value 
Estimated Fair
Value
 Level 1 Level 2 Level 3
Financial assets:                  
Cash$19,290,813
 $19,290,813
 $19,290,813
 $
 $
$22,619,643
 $22,619,643
 $22,619,643
 $
 $
Cost-basis investments3,284,868
 3,553,562
 
 
 3,553,562
3,514,919
 4,063,813
 
 
 4,063,813
Accrued dividends and interest1,286,710
 1,286,710
 1,286,710
 
 
1,067,546
 1,067,546
 1,067,546
 
 
Total$23,862,391
 $24,131,085
 $20,577,523
 $
 $3,553,562
$27,202,108
 $27,751,002
 $23,687,189
 $
 $4,063,813
As of December 31, 2014Carrying Value 
Estimated Fair
Value
 Level 1 Level 2 Level 3
As of December 31, 2015Carrying Value 
Estimated Fair
Value
 Level 1 Level 2 Level 3
Financial assets:                  
Cash$15,826,515
 $15,826,515
 $15,826,515
 $
 $
$21,790,068
 $21,790,068
 $21,790,068
 $
 $
Cost-basis investments2,516,608
 2,675,817
 
 
 2,675,817
3,588,314
 3,684,020
 
 
 3,684,020
Accrued dividends and interest1,063,837
 1,063,837
 1,063,837
 
 
1,004,126
 1,004,126
 1,004,126
 
 
Total$19,406,960
 $19,566,169
 $16,890,352
 $
 $2,675,817
$26,382,508
 $26,478,214
 $22,794,194
 $
 $3,684,020

The following table presents a reconciliation of the Company’s assets measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3), which are all ARS securities, for the period ended SeptemberJune 30, 20152016 and the year ended December 31, 2014:2015:
Changes in fair value during the period ended:2015 20142016 2015
Beginning balance at January 1$939,100
 $935,700
$939,900
 $939,100
Redemptions and sales
 
(1,000,000) 
Realized gain – included in net realized (loss) gain on investments
 
Unrealized loss – included in other comprehensive (loss) income(100) 3,400
Realized gain – included in net realized gain on investments74,996
 
Unrealized (loss) gain – included in other comprehensive income (loss)(14,896) 800
Ending balance, net$939,000
 $939,100
$
 $939,900
 
Certain cost-basis investments are measured at estimated fair value on a non-recurring basis, such as investments that are determined to be other-than temporarilyother-than-temporarily impaired during the period and recorded at estimated fair value in the Consolidated Financial Statements as of SeptemberJune 30, 20152016 and December 31, 2014.2015. The following table summarizes the corresponding estimated fair value hierarchy of such investments at SeptemberJune 30, 20152016 and December 31, 20142015 and the related impairments recognized:
As of September 30, 2015
Valuation
Method
 Impaired Level 1 Level 2 Level 3 
Total at
Estimated
Fair
Value
 
Impairment
Losses
Cost-basis investmentsFair Value Yes $
 $
 $163,350
 $163,350
 $(233,069)
Total cost-basis investments    $
 $
 $163,350
 $163,350
 $(233,069)
As of June 30, 2016
Valuation
Method
ImpairedLevel 1Level 2Level 3
Total at
Estimated
Fair
Value
Impairment
Losses
Cost-basis investmentsFair ValueNo$
$
$
$
$
Total cost-basis investments$
$
$
$
$
As of December 31, 2014
Valuation
Method
 Impaired Level 1 Level 2 Level 3 
Total at
Estimated
Fair
Value
 
Impairment
Losses
As of December 31, 2015
Valuation
Method
 Impaired Level 1 Level 2 Level 3 
Total at
Estimated
Fair
Value
 
Impairment
Losses
Cost-basis investmentsFair Value Yes $
 $
 $22,682
 $22,682
 $(10,062)Fair Value Yes $
 $
 $163,350
 $163,350
 $(233,069)
Total cost-basis investments    $
 $
 $22,682
 $22,682
 $(10,062)    $
 $
 $163,350
 $163,350
 $(233,069)

14




Note 7 – Investments in Securities

The aggregate estimated fair value, gross unrealized holding gains, gross unrealized holding losses and cost or amortized cost for securities by major security type are as follows:
As of September 30, 2015
Amortized
Cost
 
Gross
Unrealized
Gains
 Gross Unrealized Losses Estimated Fair Value
Fixed maturities, available-for-sale, at fair value:       
General obligations of U.S. states, territories and political subdivisions$27,857,108
 $1,064,674
 $35,992
 $28,885,790
Special revenue issuer obligations of U.S. states, territories and political subdivisions47,745,393
 2,365,492
 84,022
 50,026,863
Corporate debt securities17,587,935
 619,909
 25,455
 18,182,389
Auction rate securities923,967
 15,033
 
 939,000
Total$94,114,403
 $4,065,108
 $145,469
 $98,034,042
Equity securities, available-for-sale, at fair value: 
  
  
  
Common stocks$24,247,215
 $11,612,947
 $724,277
 $35,135,885
Total$24,247,215
 $11,612,947
 $724,277
 $35,135,885
Short-term investments: 
  
  
  
Money market funds and certificates of deposit$13,884,266
 $
 $
 $13,884,266
Total$13,884,266
 $
 $
 $13,884,266
As of December 31, 2014
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
Fixed maturities, available-for-sale, at fair value:       
General obligations of U.S. states, territories and political subdivisions$35,215,247
 $1,527,794
 $19,542
 $36,723,499
Special revenue issuer obligations of U.S. states, territories and political subdivisions46,707,033
 2,405,725
 55,502
 49,057,256
Corporate debt securities21,576,641
 823,133
 71,339
 22,328,435
Auction rate securities922,129
 16,971
 
 939,100
Total$104,421,050
 $4,773,623
 $146,383
 $109,048,290
Equity securities, available-for-sale, at fair value: 
  
  
  
Common stocks and nonredeemable preferred stocks$24,128,753
 $15,225,459
 $99,231
 $39,254,981
Total$24,128,753
 $15,225,459
 $99,231
 $39,254,981
Short-term investments: 
  
  
  
Money market funds and certificates of deposit$2,576,993
 $
 $
 $2,576,993
Total$2,576,993
 $
 $
 $2,576,993


15



The special revenue category for both periods presented includes at least 50 individual bonds with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at September 30, 2015 were as follows:
 Available-for-Sale
 
Amortized
Cost
 
Fair
Value
Due in one year or less$8,587,887
 $8,741,312
Due after one year through five years47,565,502
 49,628,257
Due five years through ten years35,968,475
 37,206,814
Due after ten years1,992,539
 2,457,659
Total$94,114,403
 $98,034,042

Realized gains and losses on investments for the nine months endedSeptember 30 are summarized as follows:
 2015 2014
Gross realized gains: 
  
Corporate debt securities$5,417
 $4,286
Common stocks and nonredeemable preferred stocks1,436,386
 1,013,931
Total$1,441,803
 $1,018,217
Gross realized losses: 
  
General obligations of U.S. states, territories and political subdivisions$(12,319) $
Special revenue issuer obligations of U.S. states, territories and political subdivisions(397) 
Common stocks and nonredeemable preferred stocks(39,017) (178,047)
Impairments of bonds, debt and equity securities(668,904) 
Total$(720,637) $(178,047)
Net realized gain from securities$721,166
 $840,170
Net realized (losses) gains on other investments:   
Impairments of other investments$(233,069) $(10,062)
Gains on other investments113,239
 26,234
Losses on other investments
 (263,434)
Total$(119,830) $(247,262)
Net realized gain on investments$601,336
 $592,908

Realized gains and losses are determined on the specific identification method.  

The following table presents the gross unrealized losses on investment securities and the fair value of the securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at September 30, 2015 and December 31, 2014:
 Less than 12 Months 12 Months or Longer Total
As of September 30, 2015
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
General obligations of U.S. states, territories and political subdivisions$2,387,882
 $(35,992) $
 $
 $2,387,882
 $(35,992)
Special revenue issuer obligations of U.S. states, territories and political subdivisions6,995,291
 (74,308) 1,200,232
 (9,714) 8,195,523
 (84,022)
Corporate debt securities1,472,615
 (25,455) 
 
 1,472,615
 (25,455)
Total fixed income securities$10,855,788
 $(135,755) $1,200,232
 $(9,714) $12,056,020
 $(145,469)
Equity securities$4,336,722
 $(630,150) $92,475
 $(94,127) $4,429,197
 $(724,277)
Total temporarily impaired securities$15,192,510
 $(765,905) $1,292,707
 $(103,841) $16,485,217
 $(869,746)

16



 Less than 12 Months 12 Months or Longer Total
As of December 31, 2014
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
General obligations of U.S. states, territories and political subdivisions$2,113,194
 $(19,542) $
 $
 $2,113,194
 $(19,542)
Special revenue issuer obligations of U.S. states, territories and political subdivisions3,946,977
 (13,453) 1,182,390
 (42,049) 5,129,367
 (55,502)
Corporate debt securities6,924,430
 (71,339) 
 
 6,924,430
 (71,339)
Total fixed income securities$12,984,601
 $(104,334) $1,182,390
 $(42,049) $14,166,991
 $(146,383)
Equity securities$930,208
 $(71,669) $141,280
 $(27,562) $1,071,488
 $(99,231)
Total temporarily impaired securities$13,914,809
 $(176,003) $1,323,670
 $(69,611) $15,238,479
 $(245,614)

As of September 30, 2015, the Company held $12,056,020 in fixed maturity securities with unrealized losses of $145,469. As of December 31, 2014, the Company held $14,166,991 in fixed maturity securities with unrealized losses of $146,383. The decline in fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities. Because the Company does not have the intent to sell these securities and will likely not be compelled to sell them before it can recover its cost basis, the Company does not consider these investments to be other-than-temporarily impaired.

As of September 30, 2015, the Company held $4,429,197 in equity securities with unrealized losses of $724,277. As of December 31, 2014, the Company held $1,071,488 in equity securities with unrealized losses of $99,231. The unrealized losses related to holdings of equity securities were caused by market changes that the Company considers to be temporary. Since the Company has the intent and ability to hold these equity securities until a recovery of fair value, the Company does not consider these investments other-than-temporarily impaired.

Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been below cost, the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes. A total of 35 and 25 securities had unrealized losses at September 30, 2015 and December 31, 2014, respectively. Reviews of the values of securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods resulting in a realized loss. The Company recorded other-than-temporary impairment charges for debt and equity investments in the amount of $668,904 for the nine months ended September 30, 2015 and no other-than-temporary impairment charges for debt and equity investments for the nine months ended September 30, 2014. Other-than-temporary impairment charges are included in net realized (loss) gain on investments in the Consolidated Statements of Income.

Note 87 – Commitments and Contingencies

Legal Proceedings – The Company and its subsidiaries are involved in legal proceedings that are incidental to their business. In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings, will not, in the aggregate, be material to the Company’s consolidated financial condition or operations.

Regulation – The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries. It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Company’s consolidated financial condition or operations.

Escrow and Trust Deposits – As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits.


17



Like-Kind Exchanges Proceeds – In administering tax-deferred property exchanges, the Company’s subsidiary, Investors Title Exchange Corporation (“ITEC”), serves as a qualified intermediary for exchanges, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. Another Company subsidiary, Investors Title Accommodation Corporation (“ITAC”), serves as exchange accommodation titleholder and, through limited liability companies that are wholly owned subsidiaries of ITAC, holds property for exchangers in reverse exchange transactions. Like-kind exchange deposits and reverse exchange property totaled approximately $205,861,000$159,781,000 and $82,477,000$171,010,000 as of SeptemberJune 30, 20152016 and December 31, 2014,2015, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of the transfers of property, disbursements of proceeds and the return on the proceeds at the agreed upon rate. Exchange services revenues include earnings on these deposits; therefore, investment income is shown as other revenue rather than investment income. These like-kind exchange funds are primarily invested in money market and other short-term investments.

Agency Relationship – On July 1, 2015, Title Resource Group LLC's wholly owned subsidiary, title insurer Texas American Title Company, acquired the assets of ITCOA, LLC, which does business throughout Texas as Independence Title. For the nine monthssix-month period ended SeptemberJune 30, 20152016 and the twelve monthstwelve-month periods ended December 31, 20142015 and 2013,2014, Independence Title originated 12.2%6.0%, 23.6%10.3% and 16.4%23.6%, respectively, of the net premiums written for the Company. Independence Title is under no legal commitment to remit a minimum amount of premiums to the Company, and could cease doing so at any time. A significant decline in business originated by Independence Title for the Company, whether due to that business being diverted to its new title insurer owner or otherwise, could have a material negative impact on the Company's premiums written. Any reduction in premiums would be largely offset by related reductions in commissions, premium and income taxes, the provision for claims and other operating expenses. The Company did not have any ownership interest in Independence Title before or after the July 1, 2015 acquisition.

Note 98 – Related Party Transactions

The Company does business with, and has investments in, unconsolidated limited liability companies that are primarily title insurance agencies. The Company utilizes the equity method to account for its investment in these limited liability companies. The following table sets forth the approximate values by year found within each financial statement classification:
Financial Statement Classification,As of September 30, 2015 As of December 31, 2014As of June 30, 2016 As of December 31, 2015
Consolidated Balance Sheets  
Other investments$6,785,000
 $6,014,000
$5,726,000
 $6,519,000
Premiums and fees receivable$815,000
 $666,000
$74,000
 $719,000

Financial Statement Classification,
For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
For the Three Months Ended
June 30,
 For the Six Months Ended
June 30,
Consolidated Statements of Income2015 2014 2015 20142016 2015 2016 2015
Net premiums written$3,451,000
 $3,116,000
 $10,436,000
 $8,677,000
$3,737,000
 $3,929,000
 $6,480,000
 $6,985,000
Other income$716,000
 $447,000
 $2,230,000
 $1,423,000
$606,000
 $1,111,000
 $732,000
 $1,514,000
Commissions to agents$2,326,000
 $2,109,000
 $7,176,000
 $5,880,000
$2,555,000
 $2,718,000
 $4,403,000
 $4,850,000



Note 109 – Acquisitions

Effective August 1, 2015, a subsidiary of the Company, ITIC, acquired a 20% ownership interest in 1st Investors Title Agency, LLC ("1st Investors") for a purchase price of $72,600. 1st Investors, a Michigan limited liability company, is an insurance agency doing business in the State of Michigan. Prior to August 1, 2015, the Company had an ownership interest in 1st Investors of 45%. The Company's Consolidated Financial Statements include the accounts and operations of 1st Investors, based on the Company's resulting 65% ownership interest at SeptemberAugust 1, 2015. Effective April 1, 2016, ITIC acquired an additional 3.1% ownership interest in 1st Investors for a purchase price of $9,142; resulting in the Company having a 68.1% ownership interest in 1st Investors as of June 30, 2015.2016. ITIC's purchase of 1st Investors was accounted for using the acquisition method required by ASC 805, Business Combinations. There were no intangible assets or goodwill recorded as a result of the acquisition. A reconciliation of the noncontrolling interest equity of 1st Investors is presented in the Consolidated Statements of Stockholders' Equity.

In January 2012, ITIC entered into a membership interest purchase and sale agreement under which it agreed to acquire a majority ownership interest of United Title Agency Co., LLC (“United”). United, a Michigan limited liability company, is an insurance agency doing business in the State of Michigan. ITIC's purchase of United was accounted for using the acquisition method required by ASC 805, Business Combinations. On April 2, 2012, ITIC purchased a 70% ownership interest in United, with both ITIC and the seller having the option to require ITIC to purchase the remaining 30% interest at a later date. ITIC purchased the 70% interest for a purchase price of $1,041,250. On May 21, 2014, ITIC purchased the remaining 30% ownership interest in United for an additional $515,275, making United a wholly owned subsidiary of ITC.ITIC.


18



ITIC's purchase of United was accounted for using the acquisition method required by ASC 805, Business Combinations. Accordingly, theThe Company recognized the required identifiable intangible assets of United. There was no goodwill recorded as a result of the acquisition. The fair values of intangible assets, all Level 3 inputs, are principally based on values obtained from a third party valuation service. At the closing of the initial acquisition, intangible assets included $645,685 relating to a non-compete contract resulting from the acquisition and $836,215 from referral relationships. The non-compete contract is being amortized over a 10-year period using the straight-line method, starting at a future date when the related employment agreement is terminated. The referral relationships are being amortized over a 12-year period using the straight-line method. At SeptemberJune 30, 20152016 and December 31, 2014,2015, accumulated amortization of intangible assets was $243,894$296,157 and $191,631,$261,315, respectively. Net intangible assets of $1,238,006$1,185,743 and $1,290,269$1,220,585 are categorized as prepaid expenses and other assets in the Consolidated Balance Sheets as of SeptemberJune 30, 20152016 and December 31, 2014.2015. In accordance with ASC 350, Intangibles – Goodwill and Other, management determined that no events or changes in circumstances occurred that would indicate the carrying amount may not be recoverable, and therefore determined that the intangible assets assigned to United were not impaired at SeptemberJune 30, 2015.2016.

A reconciliation of the noncontrolling interest equity of 1st Investors is presented in the Consolidated Statements of Stockholders' Equity. The following table provides a reconciliation of total redeemable equity of United for the periods ended September 30, 2015 and December 31, 2014:
Changes in carrying value during the period ended:September 30, 2015
December 31, 2014
Beginning balance at January 1$
 $545,489
Net income attributable to redeemable noncontrolling interest
 23,523
Distributions to noncontrolling interest
 (168,057)
Redeemable noncontrolling interest resulting from subsidiary purchase
 (515,275)
Adjustment to retained earnings for purchase of noncontrolling interest
 114,320
Balance, net$
 $

Note 1110 – Accumulated Other Comprehensive Income

The following tables provide changes in the balances of each component of accumulated other comprehensive income, net of tax, for the periods ended SeptemberJune 30, 20152016 and 20142015:
Three Months Ended September 30, 2015
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at July 1$11,099,177
 $(75,380) $11,023,797
Other comprehensive loss before reclassifications(1,549,501) 
 (1,549,501)
Amounts reclassified from accumulated other comprehensive income130,851
 1,304
 132,155
Net current-period other comprehensive (loss) income(1,418,650) 1,304
 (1,417,346)
Ending balance$9,680,527
 $(74,076) $9,606,451
Three Months Ended June 30, 2016
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at April 1$12,297,587
 $(113,251) $12,184,336
Other comprehensive income before reclassifications2,021,107
 
 2,021,107
Amounts reclassified from accumulated other comprehensive income12,626
 1,475
 14,101
Net current-period other comprehensive income2,033,733
 1,475
 2,035,208
Ending balance$14,331,320
 $(111,776) $14,219,544
Three Months Ended September 30, 2014
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at July 1$12,800,951
 $(47,621) $12,753,330
Three Months Ended June 30, 2015
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at April 1$13,112,930
 $(76,684) $13,036,246
Other comprehensive loss before reclassifications(628,914) 
 (628,914)(1,412,635) 
 (1,412,635)
Amounts reclassified from accumulated other comprehensive (loss) income(4,206) 366
 (3,840)
Amounts reclassified from accumulated other comprehensive income(601,118) 1,304
 (599,814)
Net current-period other comprehensive (loss) income(633,120) 366
 (632,754)(2,013,753) 1,304
 (2,012,449)
Ending balance$12,167,831
 $(47,255) $12,120,576
$11,099,177
 $(75,380) $11,023,797

19



Nine Months Ended September 30, 2015
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at January 1$12,934,497
 $(77,988) $12,856,509
Other comprehensive loss before reclassifications(2,777,909) 
 (2,777,909)
Amounts reclassified from accumulated other comprehensive (loss) income(476,061) 3,912
 (472,149)
Net current-period other comprehensive (loss) income(3,253,970) 3,912
 (3,250,058)
Ending balance$9,680,527
 $(74,076) $9,606,451
Six Months Ended June 30, 2016
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at January 1$11,597,741
 $(114,726) $11,483,015
Other comprehensive income before reclassifications2,814,046
 
 2,814,046
Amounts reclassified from accumulated other comprehensive income(80,467) 2,950
 (77,517)
Net current-period other comprehensive income2,733,579
 2,950

2,736,529
Ending balance$14,331,320
 $(111,776) $14,219,544
Nine Months Ended September 30, 2014
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at January 1$11,395,757
 $(48,353) $11,347,404
Other comprehensive income before reclassifications1,324,166
 
 1,324,166
Amounts reclassified from accumulated other comprehensive (loss) income(552,092) 1,098
 (550,994)
Net current-period other comprehensive income772,074
 1,098
 773,172
Ending balance$12,167,831
 $(47,255) $12,120,576
Six Months Ended June 30, 2015
Unrealized Gains and Losses
On Available-for-Sale
Securities
 
Postretirement
Benefits Plans
 
 
Total
Beginning balance at January 1$12,934,497
 $(77,988) $12,856,509
Other comprehensive loss before reclassifications(1,228,408) 
 (1,228,408)
Amounts reclassified from accumulated other comprehensive income(606,912) 2,608
 (604,304)
Net current-period other comprehensive (loss) income(1,835,320) 2,608
 (1,832,712)
Ending balance$11,099,177
 $(75,380) $11,023,797

The following tables provide significant amounts reclassified out of each component of accumulated other comprehensive income for the periods ended SeptemberJune 30, 20152016 and 20142015:
Three Months Ended September 30, 2015   
Three Months Ended June 30, 2016   
Details about Accumulated Other
Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income
 
 Affected Line Item in the Consolidated
Statements of Income
Amount Reclassified from
Accumulated Other
Comprehensive Income
 
 Affected Line Item in the Consolidated
Statements of Income
Unrealized gains and losses on available-for-sale securities:      
Net realized gain on investment$458,058
  
Net realized gain on investments$53,513
  
Other-than-temporary impairments(657,755)  (72,444)  
Total$(199,697) Net realized (loss) gain on investment$(18,931) Net realized (loss) gain on investments
Tax68,846
 Provision for Income Taxes6,305
 Provision for Income Taxes
Net of Tax$(130,851)  $(12,626)  
Amortization related to postretirement benefit plans: 
   
  
Prior year service cost$(1,098)  $
 
Unrecognized loss(878)  (2,235)  
Total$(1,976) (a)$(2,235) (a)
Tax672
 Provision for Income Taxes760
 Provision for Income Taxes
Net of Tax$(1,304)  $(1,475)  
Reclassifications for the period$(132,155)  $(14,101)  

20



Three Months Ended September 30, 2014   
Details about Accumulated Other
Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Consolidated
Statements of Income
Unrealized gains and losses on available-for-sale securities:   
Net realized gain on investment$6,534
  
Other-than-temporary impairments
  
Total$6,534
 Net realized (loss) gain on investment
Tax(2,328) Provision for Income Taxes
Net of Tax$4,206
  
Amortization related to postretirement benefit plans: 
  
Prior year service cost$(554)  
Unrecognized gain (loss)
  
Total$(554) (a)
Tax188
 Provision for Income Taxes
Net of Tax$(366)  
Reclassifications for the period$3,840
  
Nine Months Ended September 30, 2015 
 
Three Months Ended June 30, 2015   
Details about Accumulated Other
Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income

 Affected Line Item in the Consolidated
Statements of Income
Amount Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Consolidated
Statements of Income
Unrealized gains and losses on available-for-sale securities: 
    
Net realized gain on investment$1,390,070

 
Net realized gain on investments$923,209
  
Other-than-temporary impairments(668,904)
 (11,149)  
Total$721,166

Net realized (loss) gain on investment$912,060
 Net realized (loss) gain on investments
Tax(245,105)
Provision for Income Taxes(310,942) Provision for Income Taxes
Net of Tax$476,061

 $601,118
  
Amortization related to postretirement benefit plans: 

  
  
Prior year service cost$(3,293)
 $(1,098)  
Unrecognized loss(2,635)
 (878)  
Total$(5,928)
(a)$(1,976) (a)
Tax2,016

Provision for Income Taxes672
 Provision for Income Taxes
Net of Tax$(3,912)
 $(1,304)  
Reclassifications for the period$472,149

 $599,814
  

21



Nine Months Ended September 30, 2014   
Six Months Ended June 30, 2016   
Details about Accumulated Other
Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income
  Affected Line Item in the Consolidated
Statements of Income
Amount Reclassified from
Accumulated Other
Comprehensive Income
 
 Affected Line Item in the Consolidated
Statements of Income
Unrealized gains and losses on available-for-sale securities:      
Net realized gain on investment$840,170
  
Net realized gain on investments$239,592
  
Other-than-temporary impairments
  (115,238)  
Total$840,170
 Net realized (loss) gain on investment$124,354
 Net realized (loss) gain on investments
Tax(288,078) Provision for Income Taxes(43,887) Provision for Income Taxes
Net of Tax$552,092
  $80,467
  
Amortization related to postretirement benefit plans: 
   
  
Prior year service cost$(1,663)  
 
Unrecognized gain (loss)
  
Unrecognized loss(4,470)  
Total$(1,663) (a)$(4,470) (a)
Tax565
 Provision for Income Taxes1,520
 Provision for Income Taxes
Net of Tax$(1,098)  $(2,950)  
Reclassifications for the period$550,994
  $77,517
  


Six Months Ended June 30, 2015   
Details about Accumulated Other
Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income
 
 Affected Line Item in the Consolidated
Statements of Income
Unrealized gains and losses on available-for-sale securities:   
Net realized gain on investments$932,012
  
Other-than-temporary impairments(11,149)  
Total$920,863
 Net realized (loss) gain on investments
Tax(313,951) Provision for Income Taxes
Net of Tax$606,912
  
Amortization related to postretirement benefit plans:   
Prior year service cost(2,195)  
Unrecognized loss(1,757)  
Total$(3,952) (a)
Tax1,344
 Provision for Income Taxes
Net of Tax$(2,608)  
Reclassifications for the period$604,304
  

(a)These accumulated other comprehensive income components are not reclassified to net income in their entirety in the same reporting period. The amounts are presented within salaries, employee benefits and payroll taxes on the Consolidated Statements of Income as amortized. Amortization and accretion related to postretirement benefit plans is included in the computation of net periodic pension costs, as discussed in Note 5.

22




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

The Company's 20142015 Annual Report on Form 10-K should be read in conjunction with the following discussion since it contains information which is important for evaluating the Company's operating results and financial condition. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to a number of risks and uncertainties. Actual results may vary.

Overview

Investors Title Company (the "Company") is a holding company that engages primarily in issuing title insurance through two subsidiaries, Investors Title Insurance Company ("ITIC") and National Investors Title Insurance Company ("NITIC"). Total revenues from the title segment accounted for 95.4%94.3% of the Company's revenues for the ninesix months ended SeptemberJune 30, 2015.2016. Through ITIC and NITIC, the Company underwrites land title insurance for owners and mortgagees as a primary insurer. Title insurance protects against loss or damage resulting from title defects that affect real property.

There are two basic types of title insurance policies - one for the mortgage lender and one for the real estate owner.  A lender often requires the property owner to purchase a lender'slender’s title insurance policy to protect its position as a holder of a mortgage loan, but the lender’s title insurance policy does not protect the property owner.  The property owner has to purchase a separate owner’s title insurance policy to protect its investment.  When real property is conveyed from one party to another, occasionally there is an undisclosed defect in the title or a mistake or omission in a prior deed, will or mortgage that may give a third party a legal claim against such property.  If a covered claim is made against real property, title insurance provides indemnification against insured defects.
The Company issues title insurance policies through its ownhome and branch offices and through a network of agents.  Issuing agents are typically real estate attorneys, agent attorneys, independent agents or subsidiaries of community and regional mortgage lending institutions, depending on local customs and regulations and the Company’s marketing strategy in a particular territory.  The ability to attract and retain issuing agents is a key determinant of the Company’s growth in title insurance premiums written.
Revenues for this segment primarily result from purchases of new and existing residential and commercial real estate, refinance activity and certain other types of mortgage lending such as home equity lines of credit.
Volume is a factor in the Company’s profitability due to fixed operating costs thatwhich are incurred by the Company regardless of title insurance premium volume.  The resulting operating leverage tends to amplify the impact of changes in volume on the Company’s profitability.  The Company’s profitability also depends, in part, upon its ability to manage its investment portfolio to maximize investment returns and minimize risks such as interest rate changes, defaults and impairments of assets.
The Company’s volume of title insurance premiums is affected by the overall level of residential and commercial real estate activity, which includes sales, mortgage financing and mortgage refinancing.  Real estate activity, home sales and mortgage lending are cyclical in nature. In turn, real estate activity is affected by a number of factors, including the availability of mortgage credit, the cost of real estate, consumer confidence, employment and family income levels and general United States economic conditions.  Interest rate volatility is also an important factor in the level of residential and commercial real estate activity.
The Company’s title insurance premiums in future periods are likely to fluctuate due to these and other factors which are beyond management’s control.

Historically, the title insurance business tends to be seasonal as well as cyclical. Because home sales are typically strongest in periods of favorable weather, the first calendar quarter tends to have the lowest activity levels, while the spring and summer quarters tend to be more active. Refinance activity is generally less seasonal, but is subject to interest rate fluctuations.

Services other than title insurance provided by operating divisions of the Company that are not required to be reported separately and are reported collectively in a category called “All Other.”  These other services include those offered by the Company and by its wholly owned subsidiaries, Investors Title Exchange Corporation (“ITEC”), Investors Title Accommodation Corporation (“ITAC”), Investors Trust Company (“Investors Trust”) and Investors Title Management Services, Inc. (“ITMS”).

23




The Company’s exchange services division, ITEC and ITAC, provides customer services in connection with tax-deferred real property exchanges.  ITEC serves as a qualified intermediary in like-kind exchanges of real or personal property under Section 1031 of the Internal Revenue Code of 1986, as amended.  In its role as qualified intermediary, ITEC coordinates the exchange aspects of the real estate transaction, and its duties include drafting standard exchange documents, holding the exchange funds between the sale of the old property and the purchase of the new property, and accepting the formal identification of the replacement property within the required identification period.  ITAC serves as exchange accommodation titleholder in reverse exchanges.  An exchange accommodation offers a vehicle for accommodating a reverse exchange when the taxpayer must acquire replacement property before selling the relinquished property.
The Company'sCompany’s trust services division, Investors Trust, provides investment management and trust services to individuals, companies, banks and trusts.
ITMS offers various consulting services to provide clients with the technical expertise to start and successfully operate a title insurance agency.

Business Trends and Recent Conditions

Beginning in 2008, theThe United States economy experienced a material economic downturn, resulting in a recession. Events leading to the recession were primarily the collapse of the housing market and frozen credit markets, prompting the federal government to take unprecedented monetary and fiscal action in an attempt to slow the economic rate of decline and instill consumer confidence. The economy has been gradually recovering from thisthe economic downturn with housingthat began in 2008. Housing values have been rebounding, the economy is growing and the unemployment rate has been declining. Since the downturn began, many governmental agencies have implemented various initiatives designed to stimulate the economy and to aid in its recovery, and to improve consumer confidence.
Current Initiatives
In efforts to stimulate the economy, the Federal Reserve announced in September 2012 Quantitative Easing, “QE3,” in which it would purchase mortgage-backed securitiesprovide transparency and longer-term Treasury securities. Through QE3, the Federal Reserve initially purchased mortgage-backed securities at a rate of $40 billion per month and longer-term Treasury securities at a rate of $45 billion per month. Beginning in 2014,improve market stability, the Federal Open Market Committee ("FOMC") of the Federal Reserve steadily reduced the purchase of securities, and concluded the QE3 program at the end of October 2014.
The FOMC also issues disclosures on a periodic basis that include projections of the federal funds rate and expected actions. At the SeptemberDecember 2015 meeting, the FOMC reaffirmed its intentvoted to keepraise the federal funds rate exceptionally low,for the first time since December 2008 to a target range between 0%0.25% and 0.25%, so long as progress is made toward its0.50%. The Committee voted at the June 2016 meeting to maintain the rates set in December 2015. Any future adjustments to the rate are expected to be based on realized and expected economic developments to achieve maximum employment and inflation objectives. Federal Reserve Chairwoman Janet Yellen remarked2.0% inflation. The FOMC anticipates future economic conditions to evolve in a press conference after the September 2015 meetingways that an increase inwill warrant gradual increases, and that for some time, the federal funds rate is likely to come later in 2015; however, any rate increases are expected to be gradual.below long range levels.
On October 20, 2014, the Federal Housing Finance Agency ("FHFA"), which regulates the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), announced that Fannie Mae and Freddie Mac were negotiating guidelines with mortgage lenders that resulted in less strict lending requirements and lower barriers to mortgage loans for borrowers who are seeking access to home loans. The FHFA noted in its announcement that it intended to clarify the rules that allow Fannie Mae and Freddie Mac to require mortgage lenders to repurchase troubled loans. The FHFA also sought to increase the supply of credit available, particularly to creditworthy lower and middle-income families, by collaborating with mortgage lenders to provide guidelines for mortgage loans with down payments as low as three percent.3.0%. In December 2014, both Fannie Mae and Freddie Mac officially approved ninety-seven percent97.0% loan-to-value products (three percent(3.0% down payment mortgages). The Fannie Mae program is targeted to first-time home buyers and became available to lenders in December 2014. The Freddie Mac program became available to lenders on March 23, 2015 and is available to both first-time home buyers and other qualified borrowers with limited down payment savings.
In an effort to expand home ownership for lower-income buyers, the Federal Housing Authority (“FHA”) announced in January 2015 that it would cut its rates on mortgage insurance premiums. Mortgage insurance premium rates for 30-year FHA insured mortgages with less than a 5%5.0% down payment decreased from 1.35% to 0.85%. Mortgage insurance premium rates for 30-year FHA insured mortgages with more than a 5%5.0% down payment decreased from 1.30% to 0.80%. The new rates took effect on January 26, 2015 and will not apply to borrowers with existing mortgages, unless refinanced, or to 15-year mortgages.

24




Regulation and Reform
In 2008, the federal government took control of Fannie Mae and Freddie Mac in an effort to keep these government sponsoredgovernment-sponsored entities from failing. The primary functions of Fannie Mae and Freddie Mac are to provide liquidity to the nation's mortgage finance system by purchasing mortgages on the secondary market, pooling them and selling them as mortgage-backed securities. In order to securitize, Fannie Mae and Freddie Mac typically require the purchase of title insurance for loans they acquire. Since the federal takeover, there have been various discussions and proposals regarding their reform. Changes to these entities could impact the entire mortgage loan process and, as a result, could affect the demand for title insurance.  The timing and results of any reformsreform are currently unknown; however, any changes to these entities could affect the Company and its results of operations.
On November 20, 2013, the Consumer Financial Protection Bureau (“CFPB”), which enforces the Real Estate Settlement Procedures Act (“RESPA”), the primary federal regulatory guidance coveringgoverning the real estate settlement industry, released a final rule to integrate mortgage disclosures under the RESPA and the Truth in Lending Act (“TILA”). The final rule went into effect on October 3, 2015. Under this rule, the early disclosure forms required by TILA and the good faith estimate required by RESPA have been combined into one form, titled the Loan Estimate. The final disclosure required by TILACFPB has indicated it intends to reopen the rule making process for additional comments and considerations. The scope of the changes, if any, and the HUD-1 settlement statement required by RESPA have been combined into one form, titled the Closing Disclosure. The Company has been actively preparing for the impact this rule will have on both direct and agency operations in terms of processes and procedures, systems and compliance costs, and does not expect it to have a materialpotential impact on the Company's financial position and results of operations.Company are not known at this time.
The CFPB, Office of the Comptroller of Currency and the Federal Reserve have issued memorandums to banks that havecommunicated those agencies’ heightened those agencies' focus on vetting third party providers andproviders. Such increased regulatory involvement may affect the Company's agents and approved providers.  Further proposals to change regulations governing insurance holding companies and the title insurance industry are often introduced in Congress, in state legislatures and before various insurance regulatory agencies. Although the Company regularly monitors such proposals, the likelihood and timing of passage of any such regulation, and the possible effects of any such regulation on the Company and its subsidiaries, cannot be determined at this time.
Real Estate Environment
Overall, theThe economy as a whole is expanding and there has been a steady reduction in unemployment. The Mortgage Bankers Association's (“MBA”) September 2015June 20, 2016 Economic and Mortgage Finance CommentaryForecast predicts 20152016 overall economic growth of approximately 2.4% and a decline1.9% with continued improvement in employment as the unemployment rate is expected to 5.0% by the end of 2015. While recovery in the housing sector remains slow, purchase applications and refinance transactions are both higher compared with the prior year, primarily a result of the economic growth and improved employment conditions.trend down to approximately 4.6%.
The MBA September 18, 2015June 20, 2016 Mortgage Finance Forecast (“("MBA Forecast”Forecast") projects 20152016 purchase activity to increase 25.5%10.4% to $801$973 billion and refinance activity to increase 21.9%decrease 7.9% to $590$690 billion, resulting in an increase in total mortgage originations of 24.0%2.0% to $1,391$1,663 billion, all from 20142015 levels. In 2014,2015, refinance activity accounted for 43.1%46.0% of all mortgage originations and is projected to represent 42.4%41.5% of all mortgage originations in 2015.2016.
According to data published by Freddie Mac, the average 30-year fixed mortgage interest rate in the United States was 3.8%3.7% and 4.2%3.8% for the nine monthssix-month periods ended SeptemberJune 30, 2016 and 2015, and 2014, respectively. Refinancing activity is expected to be higher in 2015 as a result of lower mortgage interest rates in the current year. According to the MBA Forecast, refinancing is expected to be lower in 2016 as mortgage interest rates are projectedcontinue to climb to 4.2% bya projected 4.0% in the fourth quarter of 2015.2016.    
Historically, activity in real estate markets has varied over the course of market cycles by geographic region and in response to evolving economic factors. Operating results can vary from year to year based on cyclical market conditions and do not necessarily indicate the Company's future operating results and cash flows.

Critical Accounting Estimates and Policies

The preparation of the Company's Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures regarding contingencies and commitments. Actual results could differ from these estimates. During the nine monthssix-month period ended SeptemberJune 30, 2015,2016, the Company did not make any material changes to its critical accounting policies as previously disclosed in Management's Discussion and Analysis in the Company's Annual Report on Form 10-K for the year ended December 31, 20142015 as filed with the Securities and Exchange Commission.


25




Results of Operations

The following table presents certain income statement data for the threethree- and nine monthssix-month periods ended SeptemberJune 30, 20152016 and 2014:2015:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 2015 2014 2015 2014 2016 20152016 2015
Revenues:              
Net premiums written $30,945,532
 $26,356,835
 $86,372,154
 $81,115,940
 $29,790,232
 $30,464,581
$51,299,229
 $55,426,622
Investment income - interest and dividends 1,117,529
 1,064,995
 3,427,055
 3,130,846
Investment income – interest and dividends 1,167,005
 1,131,487
2,318,016
 2,309,526
Net realized (loss) gain on investments (338,631) 8,689
 601,336
 592,908
 (14,828) 925,164
135,002
 939,967
Other 2,816,828
 2,077,711
 7,924,329
 6,344,163
 2,885,302
 2,960,575
4,937,486
 5,107,501
Total Revenues 34,541,258
 29,508,230
 98,324,874
 91,183,857
 33,827,711
 35,481,807
58,689,733
 63,783,616
              
Operating Expenses:              
Commissions to agents 16,898,323
 14,440,264
 48,393,553
 48,242,923
 15,674,346
 16,898,691
27,207,228
 31,495,230
Provision for claims 703,979
 1,507,814
 3,621,401
 4,177,478
 647,912
 2,130,810
663,871
 2,917,422
Salaries, employee benefits and payroll taxes 6,957,874
 6,609,425
 21,101,955
 19,250,116
 7,173,198
 6,866,632
14,645,149
 14,144,081
Office occupancy and operations 1,342,288
 1,257,009
 4,089,806
 3,683,980
 1,535,902
 1,443,297
3,029,762
 2,747,518
Business development 568,189
 552,215
 1,633,358
 1,581,872
 606,258
 578,194
1,086,648
 1,065,169
Filing fees, franchise and local taxes 134,880
 233,079
 572,621
 648,022
 267,103
 221,098
497,157
 437,741
Premium and retaliatory taxes 573,336
 491,927
 1,684,674
 1,332,492
 574,249
 634,747
886,080
 1,111,338
Professional and contract labor fees 661,879
 621,305
 1,926,469
 1,976,272
 537,446
 680,483
1,076,099
 1,264,590
Other 264,012
 196,702
 708,918
 656,653
 269,250
 241,358
472,231
 444,906
Total Operating Expenses 28,104,760
 25,909,740
 83,732,755
 81,549,808
 27,285,664
 29,695,310
49,564,225
 55,627,995
              
Income before Income Taxes 6,436,498
 3,598,490
 14,592,119
 9,634,049
 6,542,047
 5,786,497
9,125,508
 8,155,621
              
Provision for Income Taxes 1,941,000
 1,004,000
 4,250,000
 2,656,000
 2,012,000
 1,666,000
2,791,000
 2,309,000
              
Net Income Attributable to the Company $4,490,962
 $2,594,490
 $10,337,583
 $6,954,526
 $4,529,380
 $4,120,497
$6,343,420
 $5,846,621
Insurance and Other Services Revenues

Insurance and other services revenues include net premiums written plus other fee income, trust income, management services income and exchange services income. Investment income and realized investment gains and losses are not included in insurance and other services revenues and are discussed separately under “Investment Related Revenues” below.

Title Orders: Title orders issued increased 15.6% in the first nine months of 2015 to 175,890 compared with 152,103 title orders in the same period in 2014. The increase in title orders from 2014 is primarily attributable to an increase in the number of purchase and refinance transactions. Premiums written did not move proportionally with title orders due to an increasing proportion of refinance transactions as well as the mix of premiums written by state, as rates vary by state. Refinance transactions typically have lower premium rates than purchase transactions.

Title insurance companies typically issue title insurance policies directly through home and branch offices or through title agencies. Following is a breakdown of net premiums generated by home and branch offices and agency operations for the threethree- and nine monthssix-month periods ended SeptemberJune 30,, 2015 2016 and 2014:2015:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
2015 % 2014 % 2015 % 2014 %2016 % 2015 %2016 % 2015 %
Home and Branch$7,967,826
 25.7% $6,815,125
 25.9% $21,281,363
 24.6% $17,922,166
 22.1%$8,413,116
 28.2% $7,707,773
 25.3%$13,890,773
 27.1% $13,313,537
 24.0%
Agency22,977,706
 74.3% 19,541,710
 74.1% 65,090,791
 75.4% 63,193,774
 77.9%21,377,116
 71.8% 22,756,808
 74.7%37,408,456
 72.9% 42,113,085
 76.0%
Total$30,945,532
 100.0% $26,356,835
 100.0% $86,372,154
 100.0% $81,115,940
 100.0%$29,790,232
 100.0% $30,464,581
 100.0%51,299,229
 100.0% $55,426,622
 100.0%

26





Home and Branch Office Net Premiums: In the Company's home and branch operations, the Company issues the title insurance policy and retains the entire premium, as no commissions are paid in connection with these policies. Net premiums written from home and branch operations increased 16.9%9.2% and 18.7%4.3% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with the same prior year periods.period. The increases for the three- and six-month periods ended June 30, 2016 primarily relate to new premium rates filed in North Carolina and an increase in net premiums was primarily attributable to increases in both refinance and purchase activity. Refinance activity increased as mortgage interest rates were lower from prior year levels. Premiums from purchase transactions increased as well, due to both increased volume from favorable interest rates and overall economic conditions, and increases in average home prices.transactions. All of the Company's home office operations and the majority of its branch offices are located in North Carolina; as a result, the home and branch office net premiums written are primarily for North Carolina title insurance policies.

Agency Net Premiums: When a policy is written through a title agency, the premium is shared between the agency and the underwriter. Total premiums include an estimate of premiums for policies that have been issued by agents, but not reported to the Company as of the balance sheet date. To determine the estimated premiums, the Company uses historical experience, as well as other factors, to make certain assumptions about the average elapsed time between the policy effective date and the date the policies are reported. From time to time, the Company adjusts the inputs to the estimation process as agents report transactions and new information becomes available. In addition to estimating revenues, the Company also estimates and accrues agent commissions, claims provision, premium taxes, income taxes, and other expenses associated with the estimated revenues that have been accrued. The Company reflects any adjustments to the accruals in the result of operations in the period in which new information becomes available.
 
Agency net premiums written increased 17.6%decreased 6.1% and 3.0%11.2% for the threethree- and nine monthssix-month periods ended SeptemberJune 30, 2015,2016 respectively, compared with the prior year periods.period. The increasesdecrease in agency premiums werewas primarily attributable to higher average real estate prices and higher levels of real estate activity in most states in which the Company operates, partially offset by a decrease in the amount of premiums written from a few larger agents, particularly one agent in the Texas market. Agency net premiums in Texas were down primarily due to reductions in estimated unreported agency premiums and lower levels of purchase transactions.

Agency Relationship: The Company receives a significant percentage of its Texas net premiums written from a single title agent, whichmarket that was recently acquired by another title insurer.insurer in the second quarter of 2015, partially offset by an increase in premiums written from other agents. For further details of this agency relationship, refer to Note 87 to the Notes to the Consolidated Financial Statements herein.

Following is a schedule of net premiums written for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016 and 20142015 in select states in which the Company's two insurance subsidiaries, ITIC and NITIC, currently write insurance:
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended June 30, Six Months Ended June 30,
State 2015 2014 2015 2014 2016 2015 2016 2015
North Carolina $10,320,737
 $8,717,897
 $27,618,674
 $23,375,703
 $10,698,238
 $9,991,710
 $18,018,991
 $17,297,937
Texas 6,460,351
 6,900,659
 21,047,559
 29,874,149
 5,843,995
 7,083,079
 10,297,613
 14,587,208
South Carolina 3,280,208
 2,620,089
 8,344,775
 5,774,293
 2,216,931
 2,844,342
 4,770,672
 5,064,567
Georgia 2,479,942
 1,293,562
 5,551,143
 3,218,600
 2,636,349
 1,821,632
 4,515,045
 3,071,201
Virginia 1,558,932
 1,361,935
 4,235,041
 3,570,595
 1,732,741
 1,448,333
 2,988,653
 2,676,109
Michigan 1,182,747
 885,508
 3,500,426
 2,831,820
All Others 5,716,133
 4,621,412
 16,198,055
 12,547,606
 6,701,241
 7,312,711
 10,738,920
 12,799,601
Premiums
 30,999,050
 26,401,062
 86,495,673
 81,192,766
 29,829,495
 30,501,807
 51,329,894
 55,496,623
Reinsurance Assumed 
 6,895
 23,195
 35,367
 10,946
 13,201
 10,946
 23,195
Reinsurance Ceded (53,518) (51,122) (146,714) (112,193) (50,209) (50,427) (41,611) (93,196)
Net Premiums Written $30,945,532
 $26,356,835
 $86,372,154
 $81,115,940
 $29,790,232
 $30,464,581
 $51,299,229
 $55,426,622

During the quarter ended March 31, 2016, the North Carolina Rating Bureau, which establishes premium rates for certain types of insurance in North Carolina, including title insurance, and of which Investors Title Insurance Company is a member, filed new premium rates that took effect on April 1, 2016.  The newly filed rates positively impacted premiums by approximately $615,000 for the three-month period ended June 30, 2016.

Other Revenues

Other revenues primarily include other fee income, trust income, management services income, exchange services income, state tax credit income and income related to the Company’s equity method investments. Other revenues were $2,816,828$2,885,302 and $7,924,329$4,937,486 for the threethree- and nine monthssix-month periods ended SeptemberJune 30, 20152016, respectively, compared with $2,077,711$2,960,575 and $6,344,163$5,107,501 for the same prior year periods. The increasesdecrease for the threethree- and nine monthssix-month periods ended SeptemberJune 30, 2015,2016, primarily related to increasesdecreases in earnings of unconsolidated affiliates, fee income and exchange services revenues, partially offset by a declineincreases in incomerevenue from exchange services, management services, trust and investment management services.services and title fees.



Investment Related Revenues

Investment income and realized gains and losses from investments are included in investment related revenues.


27



Investment Income

The Company derives a substantial portion of its income from investments in municipal and corporate bonds and equity securities. The Company's title insurance subsidiaries are required by statute to maintain minimum levels of investments in order to protect the interests of policyholders. The Company’s investment policy is designed to comply with regulatory requirements and to balance the competing objectives of asset quality and investment returns.  

In formulating its investment strategy, the Company has emphasized after-tax income.income and principal preservation.  The Company’s investments are primarily in bonds and, to a lesser extent, equity securities.  The effective maturity of the majority of the bonds is within 10 years.  The Company’s invested assets are managed to fund its obligations and evaluated to ensure long-termlong term stability of capital accounts.

As the Company generates cash from operations, it is invested in accordance with the Company’s investment policy and corporate goals.  The Company’s investment policy has been designed to balance multiple goals, including the assurance of a stable source of income from interest and dividends, the preservation of principal, and the provision of liquidity sufficient to meet insurance underwriting and other obligations as they become payable in the future.  Securities purchased may include a combination of taxable bonds, tax-exempt bonds and equity securities.  The Company strives to maintain a high quality investment portfolio.  Interest and investment income levels are primarily a function of general market performance, interest rates and the amount of cash available for investment.

Investment income was $1,117,529$1,167,005 and $3,427,055$2,318,016 for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with $1,064,995$1,131,487 and $3,130,846$2,309,526 for the same periods in 2014.prior year periods. The increase in investment income for the threethree- and nine monthssix-month periods ended SeptemberJune 30, 20152016 was due primarily to higher levels of interest and dividends earned in conjunction with a higher average portfolio balance for both fixed maturities and equity securities during the current year periods.received.

Net Realized (Loss) Gain on Investments

Dispositions of equity securities at a realized gain or loss reflect such factors as industry sector allocation decisions, ongoing assessments of issuers'issuers’ business prospects and tax planning considerations.  Additionally, the amounts of net realized investment gains orand losses are affected by assessments of securities'securities’ valuation for other-than-temporary impairment.  As a result of the interaction of these factors and considerations, the net realized investment gain or loss can vary significantly from period to period.

The net realized (loss) gain on investments was $(338,631)$(14,828) and $601,336$135,002 for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with $8,689$925,164 and $592,908$939,967 for the same periods in 2014.prior year periods. The net realized lossgain on investments for the three monthssix-month period ended SeptemberJune 30, 20152016 includes impairment charges of $890,824 on certain investments and other assets that were deemed to be other-than-temporarily impaired, offset by a net realized gain on the sales of investments and other assets of $552,193. There were no impairments for the three months ended September 30, 2014. The 2015 year-to-date gain includes impairment charges of $901,973 on certain investments and other assets that were deemed to be other-than-temporarily impaired, offset by a net realized gain on the sales of investments and other assets of $1,503,309. The 2014 year-to-date gain includes impairment charges of $10,062$115,238 on certain investments that were deemed to be other-than-temporarily impaired, offset by a net realized gain on the sales of investments and other assets of $602,970.$250,240. The net realized gain on investments for the six-month period ended June 30, 2015 includes impairment charges of $11,149 on certain investments that were deemed to be other-than-temporarily impaired, offset by a net realized gain on the sales of investments and other assets of $951,116. Management believes unrealized losses on remaining fixed income and equity securities at SeptemberJune 30, 20152016 are temporary in nature.

The securities in the Company'sCompany’s investment portfolio are subject to economic conditions and market risks.  The Company considers relevant facts and circumstances in evaluating whether a credit or interest-related impairment of a security is other-than-temporary.  Relevant facts and circumstances include the extent and length of time the fair value of an investment has been below cost.

There are a number of risks and uncertainties inherent in the process of monitoring impairments and determining if impairments arean impairment is other-than-temporary.  These risks and uncertainties include the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated,anticipated; the risk that the Company'sCompany’s assessment of an issuer'sissuer’s ability to meet all of its contractual obligations will change based on changes in the characteristics of that issuer,issuer; the risk that information obtained by the Company or changes in other facts and circumstances leads management to change its intent to hold the equity security until it recovers in value or its intent to sell the debt security,security; and the risk that management is making decisions based on misstated information in the financial statements provided by issuers.


28




Expenses

The Company's operating expenses consist primarily of commissions to agents, salaries, employee benefits and payroll taxes, office occupancy and operations and provision for claims. Operating expenses increased 8.5%decreased 8.1% and 2.7%10.9% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with the same periodsprior year periods. The decreases in 2014. For the three months ended September 30, 2015, expenses increased2016 are primarily due to an increasea decrease in commissions partially offset by a decrease inand the provision for claims. For the nine months ended September 30, 2015, expenses increased primarily due to normal inflationary increases in compensation and benefit costs and higher staffing levels to support ongoing software development initiatives.

Following is a summary of the Company's operating expenses for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016 and 20142015. Inter-segment eliminations have been netted; therefore, the individual segment amounts will not agree to Note 4 in the accompanying Consolidated Financial Statements.
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended June 30, Six Months Ended June 30,
2015 % 2014 % 2015 % 2014 %2016 % 2015 % 2016 % 2015 %
Title Insurance$26,529,660
 94.4% $24,513,591
 94.6% $78,992,688
 94.3% $77,153,327
 94.6%$25,611,212
 93.9% $28,177,513
 94.9% $46,335,189
 93.5% $52,463,028
 94.3%
All Other1,575,100
 5.6% 1,396,149
 5.4% 4,740,067
 5.7% 4,396,481
 5.4%1,674,452
 6.1% 1,517,797
 5.1% 3,229,036
 6.5% 3,164,967
 5.7%
Total$28,104,760
 100.0% $25,909,740
 100.0% $83,732,755
 100.0% $81,549,808
 100.0%$27,285,664
 100.0% $29,695,310
 100.0% $49,564,225
 100.0% $55,627,995
 100.0%

On a combined basis, after-tax profit margins were 13.0%13.4% and 10.5%10.8% for the three- and six-month periods ended threeJune 30, 2016 respectively, and nine months11.6% and 9.2% for the three- and six-month periods endedSeptemberJune 30, 2015, respectively, and 8.8% and 7.6% for the three and nine months endedSeptember 30, 2014, respectively.. The Company continually strives to enhance its competitive strengths and market position, including ongoing initiatives to reduce its operating expenses.

Total Company
Salaries, Employee Benefits and Payroll Taxes: Personnel costs include base salaries, benefits and payroll taxes, and bonuses paid to employees. Salaries, employee benefits and payroll taxes were $7,173,198 and $14,645,149 for the three- and six-month periods ended June 30, 2016 respectively, compared with $6,866,632 and $14,144,081 for the same prior year periods. On a consolidated basis, salaries, employee benefits and payroll taxes as a percentage of total revenues were 21.2% and 25.0% for the three- and six-month periods ended June 30, 2016 respectively, compared with 19.4% and 22.2% for the same prior year periods. The increases in payroll expenses for the three- and six-month periods ended June 30, 2016 primarily relate to normal inflationary increases and an increase in the accrual for incentive compensation.

Office Occupancy and Operations: Office occupancy and operations expenses primarily include office rent and utilities, depreciation, maintenance, telecommunications and insurance expenses. Office occupancy and operations expenses were $1,535,902 and $3,029,762 for the three- and six-month periods ended June 30, 2016 respectively, compared with $1,443,297 and $2,747,518 for the same prior year periods. As a percentage of total revenues, office occupancy and operations expenses were 4.5% and 5.2% for the three- and six-month periods ended June 30, 2016 respectively, compared with 4.1% and 4.3% for the same prior year periods. The increases in expenses in 2016 primarily related to increases in depreciation and maintenance expenses.

Business Development: Business development expenses primarily include marketing and travel-related expenses. Business development expenses were $606,258 and $1,086,648 for the three- and six-month periods ended June 30, 2016 respectively, compared with $578,194 and $1,065,169 for the same prior year periods. Business development expenses increased 4.9% and 2.0% for the three- and six-month periods ended June 30, 2016 respectively, compared with the same prior year periods. The increases for the three- and six-month periods ended June 30, 2016 primarily related to an increase in marketing expenses.

Filing Fees, Franchise and Local Taxes: Filing fees, franchise and local tax expenses include insurance filing and licensing fees, franchise taxes, excise taxes, and local taxes. Filing fees, franchise and local tax expenses were $267,103 and $497,157 for the three- and six-month periods ended June 30, 2016 respectively, compared with $221,098 and $437,741 for the same prior year periods.

Professional and Contract Labor Fees: Professional and contract labor fees were $537,446 and $1,076,099 for the three- and six-month periods ended June 30, 2016 respectively, compared with $680,483 and $1,264,590 for the same prior year periods. The decrease for the three- and six-month periods ended June 30, 2016 was primarily attributable to a decrease in consulting fees associated with the Company's ongoing software initiatives.

Other Expenses: Other operating expenses primarily include miscellaneous operating expenses of the trust division and other miscellaneous expenses of the title segment. These amounts typically fluctuate in relation to transaction volume of the title segment and the trust division. Other expenses were $269,250 and $472,231 for the three- and six-month periods ended June 30, 2016 respectively, compared with $241,358 and $444,906 for the same prior year periods.



Title Insurance
Commissions: Agent commissions represent the portion of premiums retained by agents pursuant to the terms of their respective agency contracts. Commissions to agents increaseddecreased 17.0%7.2% and 0.3%13.6% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with the same prior year periods. Commission expense as a percentage of net premiums written by agents was 73.5%73.3% and 74.3%72.7% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with 73.9%74.3% and 76.3%74.8% for the same periods in 2014.prior year periods. Commission expense was flat versusfor the prior year period even as premiums grew, as a larger proportion of premiums originated in markets withthree- and six-month periods ended June 30, 2016 decreased primarily due to lower average commission rates.agent premiums. Commission rates may vary due to geographic locations, different levels of premium rate structures and state regulations.

Provision for Claims: The provision for claims as a percentage of net premiums written was 2.3%2.2% and 4.2%1.3% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with 5.7%7.0% and 5.2%5.3% for the same periods in 2014. For the three and nine months ended September 30, 2015, theprior year periods. The decrease in the provision for claims in the current quarter compared with the prior year period primarily related to favorable experience in recent policy years. Recent policy years continue to develop favorably, with the Company’s incurred losses for policy years 2011 through 2015 being below historical levels.

The decrease in the loss provision rate for the nine monthssix-month periods ended SeptemberJune 30, 20152016 from the 20142015 level resulted in approximately $827,000$2,036,000 less in reserves than would have been recorded at the higher 20142015 level. Loss provision ratios are subject to variability and are reviewed and adjusted as experience develops.

Title claims are typically reported and paid within the first several years of policy issuance. The provision for claims reflects actual payments of claims, net of recovery amounts, plus adjustments to the specific and incurred but not reported claims reserves, the latter of which are actuarially determined based on historical claims experience. Actual payments of claims, net of recoveries, were $2,401,401$1,246,871 and $3,285,478$1,469,422 for the nine monthssix-month periods ended SeptemberJune 30, 20152016 and 20142015, respectively.

Reserves for Claims:  At SeptemberJune 30, 20152016, the total reserve for claims was $37,897,00037,205,000. Of that total, approximately $5,277,000$4,889,000 was reserved for specific claims, and approximately $32,620,000$32,316,000 was reserved for claims for which the Company had no notice. Because of the uncertainty of future claims, changes in economic conditions and the fact that claims may not materialize for several years, reserve estimates are subject to variability.

Changes from prior periods in the expected liability for claims reflect the uncertainty of the claims environment, as well as the limited predictive power of historical data.  The Company continually updates and refines its reserve estimates as current experience develops and credible data emerges.  Such data includes payments on claims closed during the quarter, new details that emerge on still-open cases that cause claims adjusters to increase or decrease the case reserves, and the impact that these types of changes have on the Company'sCompany’s total loss provision. Adjustments may be required as new information develops which often varies from past experience.




29



Salaries, Employee Benefits and Payroll Taxes: Personnel costs include base salaries, benefits and payroll taxes, and bonuses paid to employees. Salaries, employee benefits and payroll taxes were $6,957,874 and $21,101,955 for the three and nine months endedSeptember 30, 2015, respectively, compared with $6,609,425 and $19,250,116 for the prior year periods. On a consolidated basis, salaries, employee benefits and payroll taxes as a percentage of total revenues were 20.1% and 21.5% for the three and nine months endedSeptember 30, 2015, respectively, compared with 22.4% and 21.1% for the prior year periods. The increases in expenses for the three and nine months ended September 30, 2015 primarily relate to normal inflationary increases in compensation and benefit costs, and higher staffing levels to support ongoing software development activities.

Office Occupancy and Operations: Office occupancy and operations expenses primarily include office rent and utilities, depreciation, maintenance, telecommunications and insurance expenses. Office occupancy and operations expenses were $1,342,288 and $4,089,806 for the three and nine months endedSeptember 30, 2015, respectively, compared with $1,257,009 and $3,683,980 for the prior year periods. As a percentage of total revenues, office occupancy and operations expenses were 3.9% and 4.2% for the three and nine months endedSeptember 30, 2015, respectively, compared with 4.3% and 4.0% for the prior year periods. The increases in expenses in 2015 primarily related to increases in printing, maintenance, contract services and depreciation expenses.

Business Development: Business development expenses primarily include marketing and travel-related expenses. Business development expenses were $568,189 and $1,633,358 for the three and nine months endedSeptember 30, 2015, respectively, compared with $552,215 and $1,581,872 for the prior year periods. Business development expenses increased 2.9% and 3.3% for the three and nine months endedSeptember 30, 2015, respectively, compared with the prior year periods. The increase for the three and nine months ended September 30, 2015 primarily related to increased marketing expenses.

Filing Fees, Franchise and Local Taxes: Filing fees, franchise and local tax expenses include insurance filing and licensing fees, franchise taxes, excise taxes, and local taxes. Filing fees, franchise and local tax expenses were $134,880 and $572,621 for the three and nine months endedSeptember 30, 2015, respectively, compared with $233,079 and $648,022 for the prior year periods.

Premium and Retaliatory Taxes: Taxes: Title insurance companies are generally not subject to state income or franchise taxes.  However, in most states they are subject to premium and retaliatory taxes, as defined by statute. Premium and retaliatory tax rates vary from state to state; accordingly, the total premium and retaliatory tax incurred is dependent upon the geographical mix of insurance revenues.  Premium and retaliatory taxes as a percentage of net premiums written were 1.9% and 1.7% for the three- and six-month periods ended June 30, 2016 respectively, compared with 2.1% and 2.0% for the three and nine months endedSeptember 30, 2015, respectively, compared with 1.9% and 1.6% for thesame prior year periods.

Professional and Contract Labor Fees: Professional and contract labor fees were $661,879 and $1,926,469 for the three and nine months endedSeptember 30, 2015, respectively, compared with $621,305 and $1,976,272 for the prior year periods. The increase for the three months ended September 30, 2015 was primarily attributable to an increase in legal and accounting fees, partially offset by a decrease in consulting fees associated with the Company's ongoing software initiatives. The decrease for the nine months ended September 30, 2015 was primarily attributable to a decrease in consulting fees associated with the Company's ongoing software initiatives, partially offset by an increase in legal and accounting fees.

Other Expenses: Other operating expenses primarily include miscellaneous operating expenses of the trust division and other miscellaneous expenses of the title segment. These amounts typically fluctuate in relation to transaction volume of the title segment and the trust division. Other expenses were $708,918 for the nine months ended September 30, 2015 compared with $656,653 for the prior year period.

Income Taxes

The provision for income taxes was $1,941,000$2,012,000 and $4,250,000$2,791,000 for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with $1,004,000$1,666,000 and $2,656,000$2,309,000 for the same prior year periods. Income tax expense as a percentage of earnings before income taxes was 30.2%30.8% and 29.1%30.6% for the three- and six-month periods ended three and nine months endedSeptemberJune 30, 20152016, respectively, compared with 27.9%28.8% and 27.6%28.3% for the same prior year periods. The increase in the effective rate for 20152016 compared with 20142015 was primarily due to a higher proportion of taxable to tax-exempt income. The effective income tax rate for both 20152016 and 20142015 was below the U.S. federal statutory income tax rate of 34%, primarily due to the effect of tax-exempt income. Tax-exempt income lowers the effective tax rate.

ManagementThe Company believes it is more likely than not that the tax benefits associated with recognized impairment and unrecognized losses recorded through SeptemberJune 30, 20152016 will be realized. However, this judgment could be impacted by further market fluctuations.


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Liquidity and Capital Resources

The Company'sCompany’s current cash requirements include general operating expenses, income taxes, capital expenditures, dividends on its common stock and repurchases of its commoncommons stock. Cash flows from operations have also historically been the primary source of financing for expanding operations, whether through organic growth or outside investments.

The Company evaluates nonorganic growth opportunities, such as mergers and acquisitions, from time to time in the ordinary course of business. Because of the episodic nature of these events, related incremental liquidity and capital resource needs can be difficult to predict.

The Company’s operating results and cash flows are heavily dependent on the real estate market. The Company’s business has certain fixed costs such as personnel; therefore, changes in the real estate market are monitored closely, and operating expenses such as staffing levels are managed and adjusted accordingly. The Company believes that its significant working capital position and management of operating expenses will aid its ability to manage cash resources through fluctuations in the real estate market.

Cash Flows: Net cash flows provided by operating activities were $12,110,111$5,545,127 and $4,849,154$4,539,205 for the nine monthssix-month periods ended SeptemberJune 30, 20152016 and 2014,2015, respectively. Cash flows from operating activities increased in 20152016 from 2014,2015, primarily due to decreases in other assets and receivables, and an increase in net income,the provision for deferred taxes, partially offset by the timing of payable disbursements, a lower provision for claims and an increase in income taxes recoverable, and lower claim payments, partially offset by increases in earnings from other investments and receivables.recoverable.

Cash flows from non-operating activities have historically consisted of purchases and proceeds from investing activities, repurchases of common stock and the payment of dividends. In 20152016, the Company had higher levels of investment purchase activity, proceeds from investing activities, and repurchases of common stock and dividends paid compared with the prior year.year period.

The Company maintains a high degree of liquidity within its investment portfolio, classified as available for sale,available-for-sale, in the form of cash, short-term investments and other readily marketable securities. As of SeptemberJune 30, 2015,2016, the Company held cash and cash equivalents of $19,290,813,$22,619,643, short-term investments of $13,884,266,$2,665,302, fixed maturity securities of $98,034,042$113,672,233 and equity securities of $35,135,885.$38,961,905. The net effect of all activities on total cash and cash equivalents was an increasewere increases of $3,464,298$829,575 in 20152016 and a decrease of $4,239$2,996,742 in 2014.2015.

Capital Resources: The amount of capital resources the Company maintains is influenced by state regulation, the need to maintain favorablesuperior financial ratings from third party rating agencies and other marketing and operational considerations.

The Company's significant sources of funds are dividends and distributions from its subsidiaries, primarily its two title insurance subsidiaries. Cash is received from its subsidiaries in the form of dividends and as reimbursements for operating and other administrative expenses that it incurs. The reimbursements are executed within the guidelines of management agreements between the Company and its subsidiaries.

The ability of the Company's title insurance subsidiaries to pay dividends to the Company is subject to state regulation from their respective states of domicile. Each state regulates the extent to which title underwriters can pay dividends or make distributions and requires prior regulatory approval of the payment of dividends and other intercompany transfers. The maximum dividend permitted by law is not necessarily indicative of an insurer’s actual ability to pay dividends. Depending on regulatory conditions, the Company may in the future need to retain cash in its title insurance subsidiaries in order to maintain their statutory capital position. As of SeptemberJune 30, 2015,2016, both ITIC and NTIICNITIC met the minimum capital, surplus and reserve requirements for each state in whichwhere they are licensed.

Historically, the Company's geographical focus has been concentrated in states with premium rates that are typically lower than the national average, contributinglicensed to the need to maintain higher levels of capital to accommodate risk exposure beyond the industry average.issue title insurance.

While state regulation and the need to cover risks may set a minimum level for capital requirements, other factors necessitate maintaining capital resources in excess of the required minimum amounts. For instance, the Company’s capital resources help it maintain high ratings from insurance company rating agencies. Superior ratings strengthen the Company's ability to compete with larger, well known title insurers with national footprints.

A strong financial position provides necessary flexibility to fund potential acquisition activity, to invest in the Company's core business, and to minimize the financial impact of potential adverse developments. Adverse developments that generally require additional capital include adverse financial results, changes in statutory accounting requirements by regulators, reserve charges, investment losses or costs incurred to adoptadapt to a changing regulatory environment, including costs related to emerging CFPB regulation of the real estate industry.

31


The Company bases its capitalization levels, in part, on net coverage retained.  Since the Company’s geographical focus has been and continues to be concentrated in states with average premium rates typically lower than the national average, capitalization relative to premiums will usually appear higher than industry averages.



Due to the Company’s historical ability to consistently generate positive cash flows from its consolidated operations and investment income, management believes that funds generated from operations will enable the Company to adequately meet its current operating needs for the foreseeable future. However, there can be no assurance that future experience will be similar to historical experience, since it is influenced by such factors as the interest rate environment, real estate activity, the Company’s claims-paying ability and its financial strength ratings. In addition to operational and investment considerations, taking advantage of opportunistic external growth opportunities may necessitate obtaining additional capital resources. The Company is unaware of any trend that is likely to result in material adverse liquidity changes, but continually assesses its capital allocation strategy, including decisions relating to repurchasing the Company’s stock and/or conserving cash.
Purchase of Company Stock: Stock: On November 9, 2015, the Board of Directors of the Company approved the purchase of an additional 163,335 shares pursuant to the Company'sCompany’s repurchase plan, such that there was authority remaining under the plan to purchase up to an aggregate of 500,000 shares of the Company’s common stock pursuant to the plan immediately after this approval.  Unless terminated earlier by resolution of the Board of Directors, the plan will expire when all shares authorized for purchase under the plan have been purchased.  Pursuant to the Company’s ongoing purchase program, the Company has purchased 72,04434,870 shares for the nine monthssix-month period ended SeptemberJune 30, 20152016 and 9,82424,432 for the same period in 20142015 at an average per share price of $71.72$89.88 and $66.43,$71.52, respectively.  The Company anticipates making further purchases under this plan from time to time in the future, depending on such factors as the prevailing market price of the Company’s common stock, the Company’s available cash and then existing alternative uses for such cash.

Capital Expenditures: Capital Expenditures were approximately $2,313,000 through September$1,419,000 for six-month period ended June 30, 2015.2016. In 2015,2016, the Company has plans for various capital improvement projects, including increased investment in a number of technology and system development initiatives and hardware purchases which are anticipated to be funded via cash flows from operations. All material anticipated capital expenditures are subject to periodic review and revision and may vary depending on a number of factors.

Off-Balance Sheet Arrangements

As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits.

In addition, in administering tax-deferred property exchanges, ITEC serves as a qualified intermediary for exchanges, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. ITAC serves as exchange accommodation titleholder and, through limited liability companies that are wholly owned subsidiaries of ITAC, holds property for exchangers in reverse exchange transactions. Like-kind exchange deposits and reverses exchange property held by the Company for the purpose of completing such transactions totaled approximately $205,861,000159,781,000 and $82,477,000171,010,000 as of SeptemberJune 30, 20152016 and December 31, 20142015, respectively. These exchange deposits are held at third-party financial institutions. These amounts are not considered assets of the Company for accounting purposes and, therefore, are excluded from the accompanying Consolidated Balance Sheets. Exchange services revenues include earnings on these deposits; therefore, investment income is shown as exchange services revenue, rather than investment income. The Company remains contingently liable to customers for the transfers of property, disbursements of proceeds, and the return on the proceeds at the agreed upon rate.

External assets under management of Investors Trust Company are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets.

It is not the general practice of the Company to enter into off-balance sheet arrangements or issue guarantees to third parties. The Company does not have any material source of liquidity or financing that involves off-balance sheet arrangements. Other than items noted above, off-balance sheet arrangements are generally limited to the future payments under noncancelable operating leases and payments due under various agreements with third party service providers.

Recent Accounting Standards

For a description of recent accounting pronouncements, please refer to Note 1 to the Notes to Consolidated Financial Statements herein.


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Safe Harbor for Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that reflect management’s current outlook for future periods. These statements may be identified by the use of words such as “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “should,” “could,” “would” and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth, product and service development, market share position, claims, expenditures, financial results and cash requirements, are forward-looking statements. Without limitation, projected developments in mortgage interest rates and the overall economic environment set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business Trends and Recent Conditions” constitute forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to a number of risks and uncertainties.

Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, but not limited to, the following:

the level of real estate transactions, the level of mortgage origination volumes (including refinancing) and changes to the insurance requirements of the participants in the secondary mortgage market, and the effect of these factors on the demand for title insurance;
changes in general economic, business, and political conditions, including the performance of the financial and real estate markets;
the possible inadequacy of provisions for claims to cover actual claim losses;
the incidence of fraud-related losses;
unanticipated adverse changes in securities markets, including interest rates, could result in material losses to the Company’s investments;
significant competition that the Company’s operating subsidiaries face, including the Company’s ability to develop and offer products and services that meet changing industry standards in a timely and cost-effective manner and expansion into new geographic locations;
the Company'sCompany’s reliance upon the Texas and North Carolina markets for a significant portion of its premiums;
the Company's receipt of a significant percentage of its net premiums written from a single title agent, which was recently acquired by another title insurer;
compliance with government regulation, including pricing regulation, and significant changes to applicable regulations or in their application by regulators;
the impact of governmental oversight of compliance by service provider’s complianceproviders, including title insurance agents, with federal consumer financial laws, including title insurance agents;laws;
possible downgrades from a rating agency, which could result in a loss of underwriting business;
the inability of the Company to manage, develop and implement technological advancements and prevent system interruptions or unauthorized system intrusions;
statutory requirements applicable to the Company’s insurance subsidiaries that require them to maintain minimum levels of capital, surplus and reserves and that restrict the amount of dividends that they may pay to the Company without prior regulatory approval;
the desirability to maintain capital above statutory minimumsminimum requirements for competitive, marketing and other reasons;
heightened regulatory scrutiny and investigations of the title insurance industry;
the Company’s dependence on key management and marketing personnel, the loss of whom could have a material adverse effect on the Company’s business;
reform of government-sponsored entities that could adversely impact the Company;
policies and procedures for the mitigation of risks that may be insufficient to prevent losses;
the shareholder rights plan which could discourage transactions involving actual or potential changes of control; and
other risks detailed elsewhere in this document and in the Company’s other filings with the SEC.

These and other risks and uncertainties may be described from time to time in the Company's other reports and filings with the Securities and Exchange Commission. For more details on factors that could affect expectations, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2015. The Company is not under any obligation (and expressly disclaims any such obligation) and does not undertake to update or alter any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. You should consider the possibility that actual results may differ materially from our forward-looking statements.

33




Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company’s primary exposure to market risk relates to interest rate risk associated with certain financial instruments. Although the Company monitors its risk associated with fluctuations in interest rates, it does not currently use derivative financial instruments to hedge these risks.

No material changes in the Company’s market risk or market strategy occurred during the quarter ended SeptemberJune 30, 20152016.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of SeptemberJune 30, 20152016 to provide reasonable assurance that the objectives of disclosure controls and procedures are met.

Changes in Internal Control Over Financial Reporting

During the quarter ended SeptemberJune 30, 2015,2016, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.



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PART II.   OTHER INFORMATION
 
Item 1.  Legal Proceedings

See discussion of legal proceedings in Note 87 to the Consolidated Financial Statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part II, Item 1.

Item 1a.    Risk Factors

The following supplements the risk factorsThere have been no material changes in risks previously disclosed under Item 1a. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

In recent years, the Company received a significant portion of its premiums from one agent. This agent was recently acquired by another title insurer. Significant declines in the agent's business would have a negative impact on premiums written.
The Company has one agent that accounted for 12.2%, 23.6% and 16.4% of net premiums written for the nine months ended September 30, 2015 and the years ended December 31, 2014 and 2013, respectively. On July 1, 2015, a competing title insurer acquired the assets of the agent. The agent is under no legal commitment to remit a minimum amount of premiums to the Company, and could cease doing so at any time. A significant decline in business originated by this agent for the Company, whether due to that business being diverted to its new title insurer owner or otherwise, could have a material negative impact on the Company's premiums written.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)        None
(b)        None
(c)        The following table provides information about purchases by the Company (and all affiliated purchasers) during the quarter ended SeptemberJune 30, 20152016 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:
 Issuer Purchases of Equity Securities   Issuer Purchases of Equity Securities  
Period
 
 
Total Number of
Shares Purchased
 
 
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan
 
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plan
 
 
Total Number of
Shares Purchased
 
 
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan
 
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plan
Beginning of period      384,478
      477,785
July 20154,113
 $70.67
 4,113
 380,365
August 201543,482
 $71.93
 43,482
 336,883
September 201517
 $70.29
 17
 336,866
April 20162,505
 $95.02
 2,505
 475,280
May 20166,150
 $94.15
 6,150
 469,130
June 20167,420
 $93.05
 7,420
 461,710
Total:47,612
 $71.82
 47,612
 336,866
16,075
 $93.78
 16,075
 461,710

For the quarter ended SeptemberJune 30, 20152016, the Company purchased an aggregate of 47,61216,075 shares of the Company’s common stock pursuant to the Company’s ongoing purchase program that was initially announced publicly on June 5, 2000.  On November 9, 2015, the Board of Directors of the Company approved the purchase of an additional 163,335 shares pursuant to the Company'sCompany’s repurchase plan, such that there was authority remaining under the plan to purchase up to an aggregate of 500,000 shares of the Company’s common stock pursuant to the plan immediately after this approval.  Unless terminated earlier by resolution of the Board of Directors, the plan will expire when all shares authorized for purchase under the plan (as such numbersnumber may be amended by the Board from time to time) have been purchased.  The Company anticipates making further purchases under this plan from time to time in the future, depending on such factors as the prevailing market price of the Company’s common stock, the Company’s available cash and then existing alternative uses for such cash.



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Item 5.  Other Information

Amendment to Bylaws

On November 9, 2015, the board of directors (the “Board”) of the Company adopted Amended and Restated Bylaws (the “Bylaws”) of the Company. The Bylaws became effective immediately and include, among other things, the following changes:
Providing for additional disclosure requirements for notices of director nominations and shareholder proposals.
Clarifying the procedures for postponement, rescheduling, recessing and adjournment of any meeting of shareholders.
Clarifying the powers of the presiding officer of a shareholder meeting.
Providing for an explicit confidentiality obligation for shareholder-nominated directors.
Clarifying the time period in which an annual meeting of shareholders may be held.
Conforming the Bylaws to Section 55-8-10 of the North Carolina Business Act by clarifying that, in addition to the shareholders, the Board has the power to fill any newly created directorship or any vacancy occurring in the Board.
Designating the state and federal courts located within the state of North Carolina as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum.

The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.


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Item 6.  Exhibits
3.1Amended and Restated Bylaws of the Company dated November 9, 2015 (filed herewith)
31(i)Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
31(ii)Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
101.INSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
  
101.LABXBRL Taxonomy Extension Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
 
  

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 INVESTORS TITLE COMPANY
   
 By:/s/ James A. Fine, Jr.
  James A. Fine, Jr.
  President, Principal Financial Officer and
  Principal Accounting Officer
 
 
 
Dated:  November 9, 2015August 8, 2016


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