INVESTORS TITLE CO Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

Investors Title Company's (the "Company") Annual Report on Form 10-K for the
year ended December 31, 2021 (the "2021 Form 10-K") as filed with the Securities
and Exchange Commission (the "SEC") 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.

In addition, the Company may make forward-looking statements in the following
discussion and analysis. 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. See "Safe Harbor for
Forward-Looking Statements" at the end of this discussion and analysis, as well
as the sections titled "Risk Factors" in Part I, Item 1A of the 2021 Form 10-K
for factors that could affect forward-looking statements.

Overview


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"). Through ITIC and
NITIC, the Company underwrites land title insurance for owners and mortgagees as
a primary insurer. Total revenues from the title segment accounted for 96.1% of
the Company's revenues for the nine-month period ended September 30, 2022.

Title insurance protects against loss or damage resulting from title defects
that affect real property. 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.

There are two basic types of title insurance policies - one for the mortgage
lender and one for the real property owner. A lender often requires the property
owner to purchase a lender'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.

The Company issues title insurance policies directly and through a network of
agents. Issuing agents are typically real estate 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 the title insurance 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.


Title insurance premiums vary from state to state and are subject to extensive
regulation. Statutes generally provide that rates must not be excessive,
inadequate or unfairly discriminatory. The process of implementing a rate change
in most states involves pre-approval by the applicable state insurance
regulator.

Volume is a factor in the Company's profitability due to fixed operating costs
that 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 to 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
property sales, mortgage financing and mortgage refinancing. Real estate
activity, home sales and mortgage lending are cyclical in nature. 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. Mortgage refinance
activity tends to be influenced less by seasonality and more by economic cycles,
with activity levels increasing during times of falling interest rates.

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Services other than title insurance provided by operating divisions of the
Company are not reported separately, but rather are reported collectively in a
group 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”).


The Company's exchange services division, consisting of the operations of ITEC
and ITAC, provides customer services in connection with tax-deferred real
property exchanges. ITEC acts as a qualified intermediary in tax-deferred
exchanges of property held for productive use in a trade or business or for
investment, and its income is derived from fees for handling exchange
transactions and interest earned on client deposits held by the Company. 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 time the old property is sold
and the new property is purchased, and accepting the formal identification of
the replacement property within the required identification period. ITAC
provides services as an exchange accommodation titleholder for accomplishing
"parking transactions" as set forth in the safe harbor contained in Internal
Revenue Procedure 2000-37.  These transactions include reverse exchanges when
taxpayers decide to acquire replacement property before selling the relinquished
property, or "build to suit" exchanges, when improvements must be made to the
replacement property before the taxpayer acquires the improved replacement
property. The services provided by the Company's exchange services division,
ITEC and ITAC, are pursuant to provisions in the Internal Revenue Code. From
time to time, these laws are subject to review and changes, which may negatively
affect the demand for tax-deferred exchanges in general, and consequently, the
revenues and profitability of the Company's exchange services division.

The Company’s trust services division, Investors Trust, provides investment
management and trust services to individuals, companies, banks and trusts.

ITMS offers various consulting and management services to provide clients with
the technical expertise to start and successfully operate a title insurance
agency.

Business Trends and Recent Conditions


The housing market is heavily influenced by government policies and overall
economic conditions. Regulatory reform and initiatives by various governmental
agencies, including the Federal Reserve's monetary policy and other regulatory
changes, could impact lending standards or the processes and procedures used by
the Company. The current real estate environment, including interest rates and
general economic activity, typically influence the demand for real estate.
Changes in either of these areas, in addition to ongoing supply constraints and
volatility in the cost and availability of building materials, could impact the
Company's results of operations in future periods.

COVID-19 - COVID-19 could continue to affect the Company in a number of ways
including, but not limited to, the impact of employees becoming ill,
quarantined, or otherwise unable to work or travel due to illness or
governmental restriction, potential decreases in net premiums written in the
future, and future fluctuations in the Company's investment portfolio.

The current period of inflation, as well as ongoing military conflict between
Russia and Ukraine, has created additional volatile market conditions and
uncertainties in the global economy. These events have impacted and could
continue to impact the Company in a number of ways including, but not limited
to, future fluctuations in the Company's investment portfolio and potential
decreases in net premiums written. The Federal Open Market Committee ("FOMC") of
the Federal Reserve has been highly attentive to the risks that these events
have created, and in response has been raising the target federal funds rate at
recent meetings. Although the federal funds rate does not directly impact
mortgage interest rates, it can have a significant influence as lenders pass on
the costs of rate increases to consumers. Higher mortgage interest rates could
impact the demand and pricing of real estate.

Regulatory Environment


The FOMC issues disclosures on a periodic basis that include projections of the
federal funds rate and expected actions. In March 2020, the FOMC lowered the
target federal funds rate twice by a total of 150 basis points in response to
risk posed to economic activity by COVID-19, resulting in a target federal funds
rate range between 0.00% and 0.25%. The FOMC had maintained this target range
until March 2022, when the target federal funds rate range was increased to
between 0.25% and 0.50%. The target federal funds rate range was further raised
at subsequent meetings, with the FOMC's most recent change increasing the target
range in November 2022 to between 3.75% and 4.00%. The FOMC has noted that it
anticipates that ongoing increases in the target range will be appropriate and,
in addition, has decided to continue with balance sheet holdings reductions that
began in May of 2022. In normal economic situations, future adjustments to the
FOMC's stance of monetary policy are expected to be based on realized and
expected economic developments to achieve maximum employment and inflation near
the FOMC's symmetric long-term 2.0% objective.

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In 2008, the federal government took control of the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation
("Freddie Mac") in an effort to keep these government-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
reform are currently unknown; however, any changes to these entities could
affect the Company and its results of operations.

In recent years, the Consumer Financial Protection Bureau ("CFPB"), Office of
the Comptroller of Currency and the Federal Reserve have issued memorandums to
banks that communicated those agencies' heightened focus on vetting third-party
providers. 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.

The timing and nature of any reforms are currently unknown; however, the CFPB
has taken a significantly more aggressive approach to using its rulemaking,
supervision, and enforcement authorities under President Biden's administration.
Any changes to the CFPB or other governmental entities could affect the Company
and its results of operations.

Real Estate Environment


The Mortgage Bankers Association's ("MBA") September 19, 2022 Mortgage Finance
Forecast ("MBA Forecast") projects 2022 purchase activity to decrease 13.2% to
$1,618 billion and mortgage refinance activity to decrease 72.6% to $706
billion, resulting in a net decrease in total mortgage originations of 47.6% to
$2,324 billion, all from 2021 levels. In 2021, purchase activity accounted for
42.0% of all mortgage originations and is projected in the MBA Forecast to
represent 69.6% of all mortgage originations in 2022. According to data
published by Freddie Mac, the average 30-year fixed mortgage interest rates in
the United States were 4.9% and 2.9% for the nine-month periods ended
September 30, 2022 and 2021, respectively. The FOMC has noted that it
anticipates that ongoing increases in the federal funds rate will be appropriate
in response to the current inflationary environment, with mortgage rates
typically moving in conjunction with the federal funds rate. Per the MBA
Forecast, mortgage interest rates are projected to stay at or around 5.5% for
the remainder of 2022, before decreasing in both 2023 and 2024. Due to the
rapidly changing environment brought on by COVID-19, supply constraints,
inflationary pressures and geopolitical conflicts, these projections and the
impact of actual future developments on the Company could be subject to material
change.

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 unaudited 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-month period ended September 30, 2022, the
Company did not make any material changes to its critical accounting policies as
previously disclosed in Management's Discussion and Analysis in the 2021 Form
10-K.

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Results of Operations


The following table presents certain unaudited Consolidated Statements of
Operations data for the three- and nine-month periods ended September 30, 2022
and 2021:

                                                             Three Months Ended                     Nine Months Ended
                                                                September 30,                         September 30,
(in thousands)                                             2022               2021               2022               2021
Revenues:
Net premiums written                                   $   66,658          $ 72,345          $ 199,409          $ 201,349
Escrow and other title-related fees                         5,963             3,863             17,236             10,148
Non-title services                                          3,852             2,446              9,114              6,932
Interest and dividends                                      1,229               893              3,055              2,807
Other investment income                                     2,173             2,186              4,616              4,610
Net realized investment gains                               2,481               268              6,266                771
Changes in the estimated fair value of equity security
investments                                                (4,635)             (802)           (22,722)             7,266
Other                                                         277               217                924              4,572
Total Revenues                                             77,998            81,416            217,898            238,455

Operating Expenses:
Commissions to agents                                      33,478            37,570             97,161            102,458
Provision for claims                                        1,966             1,993              3,452              5,020
Personnel expenses                                         21,586            15,457             63,738             47,524
Office and technology expenses                              4,274             3,175             12,930              9,128
Other expenses                                              6,606             4,784             19,783             13,285
Total Operating Expenses                                   67,910            62,979            197,064            177,415

Income before Income Taxes                                 10,088            18,437             20,834             61,040

Provision for Income Taxes                                  2,175             3,934              4,457             12,932

Net Income                                             $    7,913          $ 14,503          $  16,377          $  48,108



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Insurance Revenues


Insurance revenues include net premiums written and escrow and other
title-related income that includes escrow fees, commissions and settlement fees.
Non-title services revenue, investment-related revenues and other revenues are
discussed separately below.

Net Premiums Written

Net premiums written decreased 7.9% and 1.0% for the three- and nine-month
periods ended September 30, 2022 to $66.7 million and $199.4 million,
respectively, compared with $72.3 million and $201.3 million for the same prior
year periods. The decreases for the three- and nine-month periods ended
September 30, 2022 were primarily driven by an overall decline in the level of
real estate transaction volume following the rise in mortgage interest rates,
partially offset by higher average home prices and increased premiums in our
Texas market.

Total premiums include an estimate of premiums for policies that have been
issued directly and 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 reported transactions and new information becomes
available from direct and agency business. 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 results of operations in the period in which new information
becomes available.

Title insurance companies typically issue title insurance policies directly or
through title agencies. Following is a breakdown of premiums generated by direct
and agency operations for the three- and nine-month periods ended September 30,
2022 and 2021, with certain balances for 2021 reclassified to conform to the
2022 presentation:

                                                            Three Months Ended                                                             Nine Months Ended
                                                               September 30,                                                                 September 30,
(in thousands, except
percentages)                          2022                  %                2021                 %                 2022                 %                 2021                 %
Direct                            $   21,818                32.7          $ 21,803                30.1          $  68,478                34.3          $  61,619                30.6
Agency                                44,840                67.3            50,542                69.9            130,931                65.7            139,730                69.4
Total                             $   66,658               100.0          $ 72,345               100.0          $ 199,409               100.0          $ 201,349               100.0



Direct Net Premiums - The Company's direct business consists of operations at
the home office, branch offices, and wholly owned title insurance agencies. In
the Company's direct operations, the Company issues a title insurance policy and
retains the entire premium, as no commissions are recognized in connection with
these policies. Net premiums written from direct operations increased 0.1% and
11.1% for the three- and nine-month periods ended September 30, 2022,
respectively, compared with the same prior year periods. The increases for the
three- and nine-month periods ended September 30, 2022 and 2021 were driven by
higher average home prices and increased premiums written by wholly owned
agencies in our Texas market, partially offset by a decline in transaction
volume associated with higher mortgage interest rates.

Agency Net Premiums - When a policy is written through a non-wholly owned title
agency, the premium is shared between the agency and the underwriter. The agent
retains a majority of the premium as a commission and remits the net amount to
the Company. Title insurance commissions earned by the Company's agents are
recognized as expenses concurrently with premium recognition. Agency net
premiums written decreased 11.3% and 6.3% for the three- and nine-month periods
ended September 30, 2022, compared with the same prior year periods. The
decreases for the three- and nine-month periods ended September 30, 2022 were
primarily driven by an overall decline in the level of real estate transaction
volume following the rise in mortgage interest rates, partially offset by higher
average home prices.
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Following is a schedule of net premiums written for the three- and nine-month
periods ended September 30, 2022 and 2021 in select states in which the
Company's two insurance subsidiaries, ITIC and NITIC, currently underwrite title
insurance:

                              Three Months Ended         Nine Months Ended
                                September 30,              September 30,
State (in thousands)          2022           2021       2022           2021
North Carolina            $   23,622      $ 26,118   $  71,392      $  75,527
Texas                         21,081        18,079      60,457         42,317
Georgia                        6,094         7,667      18,819         25,527
South Carolina                 6,407         7,258      17,349         17,940
All Others                     9,632        13,352      32,068         40,413
Premiums Written              66,836        72,474     200,085        201,724
Reinsurance Assumed                -             -           -              -
Reinsurance Ceded               (178)         (129)       (676)          (375)
Net Premiums Written      $   66,658      $ 72,345   $ 199,409      $ 201,349



The increases in net premiums written in the state of Texas for the three- and
nine-month periods ended September 30, 2022 primarily resulted from the
Company's recent acquisitions of title insurance agencies doing business in the
state of Texas. The Company evaluates nonorganic growth opportunities, such as
acquisitions of title insurance agencies, from time to time in the ordinary
course of business.

Escrow and Other Title-Related Fees


Escrow and other title-related fees consists primarily of commission income,
escrow and other various fees associated with the issuance of title insurance
policies including settlement, examination and closing fees. Escrow and other
title-related fee revenues were $6.0 million and $17.2 million for the three-
and nine-month periods ended September 30, 2022, respectively, compared with
$3.9 million and $10.1 million for the same prior year periods. The increases
for the three- and nine-month periods ended September 30, 2022 were mainly due
to a larger share of business in markets that generate escrow income, and fee
income associated with commercial activity.

Revenue from Non-Title Services


Revenue from non-title services includes trust services, agency management
services and exchange services income. Non-title service revenues were $3.9
million and $9.1 million for the three- and nine-month periods ended
September 30, 2022, respectively, compared with $2.4 million and $6.9 million
for the same prior year periods. The increases for the three- and nine-month
periods ended September 30, 2022 were primarily related to increases in
like-kind exchange revenues.

Investment-Related Revenues


Investment-related revenues include interest and dividends, other investment
income, net realized investment gains and changes in the estimated fair value of
equity security investments.

Interest and Dividends

The Company derives a substantial portion of its income from investments in
fixed maturity securities, which are primarily municipal and corporate fixed
maturity securities, and equity securities. The Company's investment policy is
designed to comply with regulatory requirements and to balance the competing
objectives of asset quality and investment returns. 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 strategy emphasizes after-tax income and principal
preservation. The Company's investments are primarily in fixed maturity
securities and equity securities. The average effective maturity of the majority
of the fixed maturity securities is less than 10 years. The Company's invested
assets are managed to fund its obligations and evaluated to ensure long term
stability of capital accounts.

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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 or tax-exempt
fixed maturity securities and equity securities. The Company also invests in
short-term investments that typically include money market funds, and, at times,
the Company has or could invest in U.S. Treasury bills, commercial paper and
certificates of deposit. The Company strives to maintain a high quality
investment portfolio. In 2022, the Company has purchased higher levels of
short-term investments due to the downturns in other investment vehicles
utilized by the Company and uncertainty in the investment market.

Interest and dividends were $1.2 million and $3.1 million for the three- and
nine-month periods ended September 30, 2022, respectively, compared with $893
thousand and $2.8 million for the same prior year periods. Interest and
investment income levels are primarily a function of general market performance,
interest rates and the amount of cash available for investments that meet the
Company's investment policy.

Other Investment Income


Other investment income consists primarily of income related to investments in
unconsolidated affiliates, typically structured as limited liability companies
("LLCs"), accounted for under either the equity method of accounting or the
measurement alternative for investments that do not have readily determinable
fair values. The measurement alternative method requires investments without
readily determinable fair values to be recorded at cost, less impairments, and
plus or minus any changes resulting from observable price changes. The Company
monitors any events or changes in circumstances that may have had a significant
adverse effect on the fair value of these investments and makes any necessary
adjustments.

Other investment income was $2.2 million and $4.6 million for the three- and
nine-month periods ended September 30, 2022, respectively, compared with $2.2
million and $4.6 million for the same prior year periods. Changes in other
investment income are impacted by fluctuations in the carrying value of the
underlying investment and/or distributions received.

Net Realized Investment Gains


Dispositions of equity securities at a realized gain or loss reflect such
factors as industry sector allocation decisions, ongoing assessments of issuers'
business prospects and tax planning considerations. Additionally, the amounts
included in net realized investment gains are affected by assessments of
securities' valuation for 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 investment gains were $2.5 million and $6.3 million for the
three- and nine-month periods ended September 30, 2022, respectively, compared
with $268 thousand and $771 thousand for the same prior year periods. The
Company recorded impairment charges of $35 thousand and $162 thousand on certain
fixed maturity securities where the intent to hold has changed in the three- and
nine-month periods ended September 30, 2022. There were no impairment charges
recorded in 2021. Management believes unrealized losses on the remaining fixed
maturity securities at September 30, 2022 are temporary in nature.

The securities in the Company'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
fixed maturity security has occurred. 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 an 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;
the risk that the Company's assessment of an issuer's ability to meet all of its
contractual obligations will change based on changes in the characteristics of
that issuer; the risk that information obtained by the Company or changes in
other facts and circumstances leads management to change its intent to sell the
fixed maturity security; and the risk that management is making decisions based
on inaccurate information.

Changes in the Estimated Fair Value of Equity Security Investments


Changes in the estimated fair value of equity security investments were $(4.6)
million and $(22.7) million for the three- and nine-month periods ended
September 30, 2022, respectively, compared with $(802) thousand and $7.3 million
for the same prior year periods. Such fluctuations are the result of changes in
general market conditions during the respective periods. All major indices have
experienced significant declines in 2022.

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Other Revenues


Other revenues primarily include miscellaneous income and gains and losses on
the disposal of fixed assets and real estate. Other revenues were $277 thousand
and $924 thousand for the three- and nine-month periods ended September 30,
2022, respectively, compared with $217 thousand and $4.6 million for the same
prior year periods. The decrease for the nine-month period ended September 30,
2022 was primarily related to a gain on the sale of a property recorded in 2021.

Expenses


The Company's operating expenses consist primarily of commissions to agents,
personnel expenses, office and technology expenses and the provision for claims.
Operating expenses increased 7.8% and 11.1% for the three- and nine-month
periods ended September 30, 2022, compared with the same prior year periods. The
increases for the three- and nine-month periods ended September 30, 2022 were
primarily due to increases in personnel expenses, title fees, and office and
technology expenses.

Following is a summary of the Company's operating expenses for the three- and
nine-month periods ended September 30, 2022 and 2021. Inter-segment eliminations
have been netted; therefore, the individual segment amounts will not agree to
Note 4 to the unaudited Consolidated Financial Statements in this Quarterly
Report on Form 10-Q.

                                                            Three Months Ended                                                       Nine Months Ended
                                                               September 30,                                                           September 30,
(in thousands, except
percentages)                          2022                  %                2021                 %           2022                 %                 2021                 %
Title Insurance                   $   65,567                96.5          $ 60,599                96.2    $ 188,788                95.8          $ 170,032                95.8
All Other                              2,343                 3.5             2,380                 3.8        8,276                 4.2              7,383                 4.2
Total                             $   67,910               100.0          $ 62,979               100.0    $ 197,064               100.0          $ 177,415               100.0



On a combined basis, the after-tax profit margins were 10.1% and 7.5% for the
three- and nine-month periods ended September 30, 2022, respectively, compared
with 17.8% and 20.2% for the same prior year periods. The decreases for the
three- and nine-month periods ended September 30, 2022 were primarily due to
reductions in the estimated fair value of equity security investments during the
current year periods, a gain on the sale of property in the same prior year
periods, and increases in total expenses that outpaced the changes in revenue.
The Company continually strives to enhance its competitive strengths and market
position, including ongoing initiatives to manage its operating expenses.

Total Company


Personnel Expenses - Personnel expenses include base salaries, benefits and
payroll taxes, bonuses paid to employees and contract labor expenses. Personnel
expenses were $21.6 million and $63.7 million for the three- and nine-month
periods ended September 30, 2022, respectively, compared with $15.5 million and
$47.5 million for the same prior year periods. On a consolidated basis,
personnel expenses as a percentage of total revenues were 27.7% and 29.3% for
the three- and nine-month periods ended September 30, 2022, respectively,
compared with 19.0% and 19.9% for the same prior year periods. The increases in
personnel expenses for the three- and nine-month periods ended September 30,
2022 were primarily due to staffing of new offices, hiring to support growth
initiatives, and increased employee benefit costs. Increases in staffing levels
are the result of both organic growth and recent acquisitions of title insurance
agencies, as the Company continues expansion of its geographic footprint.
Employee headcount increased by 40.2% as of September 30, 2022, when compared to
the same prior year period, primarily due to the Company's continued expansion
efforts in the Texas market.

Office and Technology Expenses - Office and technology expenses primarily
include facilities expenses, software and hardware expenses, depreciation
expense, telecommunications expenses, and business insurance. Office and
technology expenses were $4.3 million and $12.9 million for the three- and
nine-month periods ended September 30, 2022, respectively, compared with $3.2
million and $9.1 million for the same prior year periods. The increases for the
three- and nine-month periods ended September 30, 2022 were primarily in support
of expanding the Company's geographic footprint, the result of adding new office
locations due to both organic growth and recent acquisitions of title insurance
agencies, and various ongoing technology initiatives.

Other Expenses - Other expenses primarily include business development expenses,
premium-related taxes and licensing, professional services, title and service
fees, amortization of intangible assets and other general expenses. Other
expenses were $6.6 million and $19.8 million for the three- and nine-month
periods ended September 30, 2022, respectively, compared with $4.8 million and
$13.3 million for the same prior year periods. The increases for the three- and
nine-month periods ended September 30, 2022 were primarily related to increases
in title and service fees, technology fees and business development expenses.

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Title Insurance


Commissions to Agents - Agent commissions represent the portion of premiums
retained by agents pursuant to the terms of their respective agency contracts.
Commissions to agents decreased 10.9% and 5.2% for the three- and nine-month
periods ended September 30, 2022, respectively, compared with the same prior
year periods. Commission expense as a percentage of net premiums written by
agents was 74.7% and 74.2% for the three- and nine-month periods ended
September 30, 2022, compared with 74.3% and 73.3% for the same prior year
periods. The changes in commission expense, and commission expense as a
percentage of net premiums written, were primarily related to the decreases in
agent premium volume and changes in geographic mix. Commission rates vary by
market due to local practice, competition and state regulations.

Provision for Claims - The provision for claims decreased 1.4% and 31.2% for the
three- and nine-month periods ended September 30, 2022, respectively, compared
with the same prior year periods. The provision for claims as a percentage of
net premiums written was 2.9% and 1.7% for the three- and nine-month periods
ended September 30, 2022, compared with 2.8% and 2.5% for the same prior year
periods. The decrease in the provision for claims for the nine-month period
ended September 30, 2022 was primarily due to changes in the geographic mix for
underwriting risk and higher levels of favorable loss development in 2022.

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 $2.6 million and $1.8 million for the nine-month periods ended
September 30, 2022 and 2021, respectively.

At September 30, 2022, the total reserve for claims was $37.6 million. Of that
total, approximately $4.0 million was reserved for specific claims, and
approximately $33.6 million 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 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's total
loss provision. Adjustments may be required as new information develops, which
often varies from past experience.

Income Taxes


The provision for income taxes was $2.2 million and $4.5 million for the three-
and nine-month periods ended September 30, 2022, respectively, compared with
$3.9 million and $12.9 million for the same prior year periods. Income tax
expense, including federal and state taxes, as a percentage of income before
income taxes was 21.6% and 21.4% for the three- and nine-month periods ended
September 30, 2022, respectively, compared with 21.3% and 21.2% for the same
prior year periods. The effective income tax rates for both 2022 and 2021 differ
from the U.S. federal statutory income tax rate of 21% primarily due to the
effect of tax-exempt income and state taxes. Tax-exempt income lowers the
effective tax rate.

The Company believes it is more likely than not that the tax benefits associated
with recognized impairments and unrecognized losses recorded through
September 30, 2022 will be realized. However, this judgment could be impacted by
further market fluctuations.
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Liquidity and Capital Resources


The Company's material cash requirements include general operating expenses,
contractual and other obligations for the future payment of title claims,
employment agreements, lease agreements, income taxes, capital expenditures,
dividends on its common stock and other contractual commitments for goods and
services needed for operations. All other arrangements entered into by the
Company are not reasonably likely to have a material effect on liquidity or the
availability of capital resources. Cash flows from operations have historically
been the primary source of financing for expanding operations, whether through
organic growth or outside investments. The Company believes its balances of
cash, short-term investments and other readily marketable securities, along with
cash flows generated by ongoing operations, will be sufficient to satisfy its
cash requirements over the next 12 months and thereafter, including the funding
of operating activities and commitments for investing and financing activities,
in addition to potential purchases under the Company's repurchase plan described
below. There are currently no known trends that the Company believes will
materially impact the Company's capital resources, nor is the Company
anticipating any material changes in the mix or relative cost of such resources
except as otherwise disclosed in the Business Trends and Recent Conditions
section of this Management's Discussion and Analysis.

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; 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 $20.3 million
and $35.7 million for the nine-month periods ended September 30, 2022 and 2021,
respectively. Cash flows provided by operating activities differ from net income
due to adjustments for non-cash items, such as changes in the estimated fair
value of equity security investments, gains and losses on investments and
property, the timing of disbursements for taxes, claims and other accrued
liabilities, and collections or changes in receivables and other assets.

Cash flows from non-operating activities have historically consisted of
purchases and proceeds from investing activities, the issuance of dividends and
repurchases of common stock. Net cash was used in investing activities for the
nine-month period ended September 30, 2022, compared with net cash being
provided by investing activities in the prior year period, due primarily to an
increase in purchases of investments, net of proceeds from investment sales and
maturities, the purchase of a subsidiary during the current year period, and a
decrease in proceeds from the sale of property.

The Company maintains a high degree of liquidity within its investment portfolio
in the form of cash, short-term investments and other readily marketable
securities. As of September 30, 2022, the Company held cash and cash equivalents
of $41.4 million, short-term investments of $80.8 million, available-for-sale
fixed maturity securities of $55.3 million and equity securities of $52.7
million. The net effect of all activities on total cash and cash equivalents was
an increase of $4.2 million in 2022.

Capital Resources - The amount of capital resources the Company maintains is
influenced by state regulation, the need to maintain superior 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 September 30, 2022, both ITIC and NITIC
met the minimum capital, surplus and reserve requirements for each state in
which they are licensed.

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While state regulations 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 the 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 adapt to a changing regulatory
environment, including costs related to CFPB regulation of the real estate
industry.

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,
with any continued impact of COVID-19, ongoing inflationary pressures and the
ongoing military conflict between Russia and Ukraine, 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 carefully monitoring the
COVID-19 situation, inflation, the conflict in Ukraine, and other trends that
could potentially result in material adverse liquidity changes, and will
continually assess its capital allocation strategy, including decisions relating
to payment of dividends, repurchasing the Company's common stock and/or
conserving cash.

Purchase of Company 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'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 purchased 629 shares in the
nine-month periods ended September 30, 2022 and did not repurchase any shares in
the corresponding period in 2021. The Company anticipates increasing its
purchases under the repurchase plan during the remainder of 2022 and first half
of 2023, subject to 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 $4.0 million for
the nine-month period ended September 30, 2022. In 2022, 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.

Contractual Obligations - As of September 30, 2022, the Company had a claims
reserve totaling $37.6 million. The amounts and timing of these obligations are
estimated and not set contractually. Events such as fraud, defalcation, and
multiple property title defects can substantially and unexpectedly cause
increases in both the amount and timing of estimated title insurance loss
payments and loss cost trends whereby increases or decreases in inflationary
factors (including the value of real estate) will influence the ultimate amount
of title insurance loss payments and could increase total obligations and
influence claim payout patterns. Due to the length of time over which claim
payments are made and regularly occurring changes in underlying economic and
market conditions, claim estimates are subject to variability and future
payments could increase or decrease from these estimated amounts in the future.

ITIC, a wholly owned subsidiary of the Company, has entered into employment
agreements with certain executive officers. The amounts accrued for these
agreements at September 30, 2022 and December 31, 2021, were $14.2 million and
$13.4 million, respectively, which includes postretirement compensation and
health benefits, and were calculated based on the terms of the contracts. These
executive contracts are accounted for on an individual contract basis. As
payments are based upon the occurrence of specific events, including death,
disability, retirement, termination without cause or upon a change in control,
payment periods are currently uncertain. Information regarding retirement
agreements and other postretirement benefit plans can be found in Note 5 to the
unaudited Consolidated Financial Statements in this Quarterly Report on Form
10-Q.

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The Company enters into lease agreements that are primarily used for office
space. These leases are accounted for as operating leases. A portion of the
Company's current leases include an option to extend or cancel the lease term,
and the exercise of such an option is solely at the Company's discretion. The
total of undiscounted future minimum lease payments under operating leases that
have initial or remaining noncancelable lease terms in excess of one year after
2022 is $6.3 million, which includes lease payments related to options to extend
or cancel the lease term if the Company determined at the date of adoption that
the lease was expected to be renewed or extended. Information about leases can
be found in Note 12 to the unaudited Consolidated Financial Statements in this
Quarterly Report on Form 10-Q.

In the normal course of business, the Company enters into other contractual
commitments for goods and services needed for operations. Such commitments are
not expected to have a material adverse effect on the Company’s liquidity.

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 unaudited
Consolidated Balance Sheets. However, the Company remains contingently liable
for the disposition of these deposits.

In addition, in administering tax-deferred like-kind exchanges pursuant to §
1031 of the Internal Revenue Code, 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 LLCs that are wholly owned subsidiaries of ITAC, holds
property for exchangers in reverse exchange transactions. Like-kind exchange
deposits and reverse exchange property held by the Company for the purpose of
completing such transactions totaled approximately $477.9 million and $763.9
million as of September 30, 2022 and December 31, 2021, respectively. These
exchange deposits are held at third-party financial institutions. Exchange
deposits are not considered assets of the Company and, therefore, are excluded
from the accompanying unaudited 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 revenue includes earnings on these deposits;
therefore, investment income is shown as non-title services rather than
investment income. These like-kind exchange funds are primarily invested in
money market funds and other short-term investments.

External assets under management of Investors Trust Company are not considered
assets of the Company and, therefore, are excluded from the accompanying
unaudited 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 due under various agreements with
third-party service providers.

Recent Accounting Standards


No recent accounting pronouncements are expected to have a material impact on
the Company's financial position and results of operations. Please refer to Note
1 to the unaudited Consolidated Financial Statements included in this Quarterly
Report on Form 10-Q for further information regarding the Company's basis of
presentation and significant accounting policies.

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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 SEC 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 (the "Exchange Act"), 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:

•changes in interest rates and real estate values;
•changes in general economic, business, and political conditions, including the
performance of the financial and real estate markets;
•the impact of inflation;
•the impact of the ongoing military conflict between Russia and Ukraine;
•potential reform of government sponsored entities;
•the level of real estate transaction volumes, the level of mortgage origination
volumes (including refinancing), the mix of title insurance between markets with
varying real estate values, 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;
•the possible inadequacy of the provision for claims to cover actual claim
losses;
•the incidence of fraud-related losses;
•the impact of cyberattacks (including ransomware attacks) and other
cybersecurity events, including damage to the Company's reputation in the event
of a serious IT breach or failure;
•the impact of COVID-19, including its variants, or other pandemics, climate
change, severe weather conditions or the occurrence of another catastrophic
event;
•unanticipated adverse changes in securities markets 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's reliance upon the North Carolina, Texas, Georgia and South
Carolina markets for a significant portion of its premiums;
•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 of the Company's service
providers, including the application of financial regulation designed to protect
consumers;
•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 they may pay to the Company without prior
regulatory approval;
•the desire to maintain capital above statutory minimum 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;
•difficulty managing growth, whether organic or through acquisitions;
•unfavorable economic or other conditions could cause the Company to record
impairment charges for all or a portion of its goodwill and other intangible
assets;
•policies and procedures for the mitigation of risks may be insufficient to
prevent losses;
•the shareholder rights plan 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.

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——————————————————————————–


These and other risks and uncertainties may be described from time to time in
the Company's other reports and filings with the SEC. For more details on
factors that could affect expectations, see the 2021 Form 10-K, including under
the heading "Risk Factors." 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.

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