QUARTERLY STATEMENT OF THE

First Acceptance Insurance Company, Inc.

2 0 1 4 OF

Dallas IN THE STATE OF

Texas TO THE

INSURANCE DEPARTMENT OF THE

STATE OF AS OF SEPTEMBER 30, 2014

PROPERTY AND CASUALTY

2014

*10336201420100103* PROPERTY AND CASUALTY COMPANIES—ASSOCIATION EDITION

QUARTERLY STATEMENT AS OF SEPTEMBER 30, 2014 OF THE CONDITION AND AFFAIRS OF THE

First Acceptance Insurance Company, Inc. NAIC Group Code

03362

03362

,

(Current Period)

10336

NAIC Company Code

62-1613506

Employer’s ID Number

(Prior Period)

Organized under the Laws of

Texas

Texas

, State of Domicile or Port of Entry

Country of Domicile

United States

Incorporated/Organized

07/12/1995

Statutory Home Office

10/07/1995

Commenced Business

200 Crescent Court, Ste 1330

Dallas, TX, US 75201

,

(Street and Number)

Main Administrative Office Mail Address

(City or Town, State, Country and Zip Code)

3813 Green Hills Village Drive

Nashville, TN, US 37215

615-327-4888

(Street and Number)

(City or Town, State, Country and Zip Code)

(Area Code) (Telephone Number)

3813 Green Hills Village Drive

Nashville, TN, US 37215

,

(Street and Number or P.O. Box)

Primary Location of Books and Records

(City or Town, State, Country and Zip Code)

3813 Green Hills Village Drive

Nashville, TN, US 37215

615-327-4888

(Street and Number)

(City or Town, State, Country and Zip Code)

(Area Code) (Telephone Number)

Internet Web Site Address

N/A

Statutory Statement Contact

Michael John Bodayle

615-844-2907

(Name)

(Area Code) (Telephone Number) (Extension)

[email protected]

615-844-2806

(E-Mail Address)

(Fax Number)

OFFICERS Name Joseph Sandor Borbely Brent James Gay

, ,

Title President Chief Financial Officer

Name Michael John Bodayle

Title Secretary-Treasurer

, ,

OTHER OFFICERS Daniel Lawrence Walker

, ,

Sr. Vice President-Operations

, ,

DIRECTORS OR TRUSTEES Joseph Sandor Borbely Gerald Joe Ford

State of County of

Michael John Bodayle Jeremy B. Ford

Mark A Kelly Donald J. Edwards

Daniel Lawrence Walker

Tennessee Davidson

ss

The officers of this reporting entity being duly sworn, each depose and say that they are the described officers of said reporting entity, and that on the reporting period stated above, all of the herein described assets were the absolute property of the said reporting entity, free and clear from any liens or claims thereon, except as herein stated, and that this statement, together with related exhibits, schedules and explanations therein contained, annexed or referred to, is a full and true statement of all the assets and liabilities and of the condition and affairs of the said reporting entity as of the reporting period stated above, and of its income and deductions therefrom for the period ended, and have been completed in accordance with the NAIC Annual Statement Instructions and Accounting Practices and Procedures manual except to the extent that: (1) state law may differ; or, (2) that state rules or regulations require differences in reporting not related to accounting practices and procedures, according to the best of their information, knowledge and belief, respectively. Furthermore, the scope of this attestation by the described officers also includes the related corresponding electronic filing with the NAIC, when required, that is an exact copy (except for formatting differences due to electronic filing) of the enclosed statement. The electronic filing may be requested by various regulators in lieu of or in addition to the enclosed statement.

Joseph Sandor Borbely President

Michael John Bodayle Secretary-Treasurer

Brent James Gay Chief Financial Officer a. Is this an original filing?

Subscribed and sworn to before me this day of November, 2014

Tracy Janeczko, Assistant Controller July 6,2015

b. If no: 1. State the amendment number 2. Date filed 3. Number of pages attached

Yes [X] No [ ]

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

ASSETS 1 Assets 1. Bonds

Current Statement Date 2

3

Nonadmitted Assets

Net Admitted Assets (Cols. 1 - 2)

4 December 31 Prior Year Net Admitted Assets

73,559,178

73,559,178

81,398,145

42,419,893

0 42,419,893

0 38,304,417

0 0

0 0

0

0

0

0

0

0

40,624,081 0 0 9,922,344 0 0 0 166,525,496

31,085,474 0 0 7,512,616 0 0 0 158,300,652

661,603

0 661,603

0 740,133

1,209,952

1,209,952

1,045,833

41,903,733

41,903,733 0

32,807,357 0

3,594,711

3,594,711 0 0 0 0 0 0 1,295,861

2,961,818 0 0 0 0 0 0 1,040,550 0 0 532,026 0 0

2. Stocks: 2.1 Preferred stocks 2.2 Common stocks 3. Mortgage loans on real estate: 3.1 First liens 3.2 Other than first liens 4. Real estate: 4.1 Properties occupied by the company (less $

encumbrances)

4.2 Properties held for the production of income (less $

encumbrances)

4.3 Properties held for sale (less $ 5. Cash ($

encumbrances)

28,863,292 ), 0 ) 11,760,789 )

cash equivalents ($ and short-term investments ($ 6. Contract loans (including $

40,624,081

premium notes)

7. Derivatives

9,922,344

8. Other invested assets 9. Receivables for securities 10. Securities lending reinvested collateral assets

0 166,525,496

11. Aggregate write-ins for invested assets 12. Subtotals, cash and invested assets (Lines 1 to 11) 13. Title plants less $

0 0

charged off (for Title insurers

only) 14. Investment income due and accrued 15. Premiums and considerations: 15.1 Uncollected premiums and agents’ balances in the course of collection 15.2 Deferred premiums, agents’ balances and installments booked but deferred and not yet due (including $

earned

but unbilled premiums) 15.3 Accrued retrospective premiums 16. Reinsurance: 16.1 Amounts recoverable from reinsurers 16.2 Funds held by or deposited with reinsured companies 16.3 Other amounts receivable under reinsurance contracts 17. Amounts receivable relating to uninsured plans 18.1 Current federal and foreign income tax recoverable and interest thereon 18.2 Net deferred tax asset 19. Guaranty funds receivable or on deposit 20. Electronic data processing equipment and software

1,636,193

340,332

1,015,482

1,015,482

21. Furniture and equipment, including health care delivery assets ($

)

1,948,380

1,948,379

0 0 178,021 0 1

218,673,571

3,304,193

215,369,378

197,428,369

218,673,571

3,304,193

0 215,369,378

0 197,428,369

0 0

0 0

0 0 0 0 0

0 0 0 0 0

1,889,593 58,786 1 0 1,948,380

1,889,593 58,786

0 0 1 0 1

0 0 0 0 0

22. Net adjustment in assets and liabilities due to foreign exchange rates

178,021

23. Receivables from parent, subsidiaries and affiliates 24. Health care ($

) and other amounts receivable

25. Aggregate write-ins for other-than-invested assets 26. Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts (Lines 12 to 25) 27. From Separate Accounts, Segregated Accounts and Protected Cell Accounts 28. Total (Lines 26 and 27) DETAILS OF WRITE-INS 1101. 1102. 1103. 1198. Summary of remaining write-ins for Line 11 from overflow page 1199. Totals (Lines 1101 through 1103 plus 1198) (Line 11 above) 2501. Prepaid Expenses 2502. Due From Vendors 2503. Rounding 2598. Summary of remaining write-ins for Line 25 from overflow page 2599. Totals (Lines 2501 through 2503 plus 2598) (Line 25 above)

2

0 1,948,379

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

LIABILITIES, SURPLUS AND OTHER FUNDS 1 Current Statement Date 1. Losses (current accident year $

32,293,000 )

2 December 31, Prior Year

50,024,590

45,673,925 0

2. Reinsurance payable on paid losses and loss adjustment expenses

9,965,126

3. Loss adjustment expenses 4. Commissions payable, contingent commissions and other similar charges 5. Other expenses (excluding taxes, licenses and fees) 6. Taxes, licenses and fees (excluding federal and foreign income taxes) 7.1Current federal and foreign income taxes (including $

9,751,291

441,646

366,744

4,998,084

5,359,820

1,199,910

1,103,683 0

on realized capital gains (losses))

0

7.2 Net deferred tax liability 8. Borrowed money $

0

and interest thereon $

9. Unearned premiums (after deducting unearned premiums for ceded reinsurance of $ including warranty reserves of $ including $

23,198,083 and

and accrued accident and health experience rating refunds for medical loss ratio rebate per the Public Health Service Act)

10. Advance premium

45,031,571

35,976,929

137,683

129,097

11. Dividends declared and unpaid:

0

11.1 Stockholders

0

11.2 Policyholders

3,952,309

12. Ceded reinsurance premiums payable (net of ceding commissions)

1,460,065

13. Funds held by company under reinsurance treaties

0

14. Amounts withheld or retained by company for account of others

0

15. Remittances and items not allocated

0

16. Provision for reinsurance (including $

33,228

certified)

153,890

17. Net adjustments in assets and liabilities due to foreign exchange rates

0

18. Drafts outstanding

0 3,591,654

19. Payable to parent, subsidiaries and affiliates

2,575,571 0

20. Derivatives

90

21. Payable for securities

0

22. Payable for securities lending 23. Liability for amounts held under uninsured plans

0

24. Capital notes $

0

and interest thereon $

25. Aggregate write-ins for liabilities 26. Total liabilities excluding protected cell liabilities (Lines 1 through 25)

24,774

13,741

119,400,575

102,564,846

119,400,575

102,564,846

0

27. Protected cell liabilities 28. Total liabilities (Lines 26 and 27) 29. Aggregate write-ins for special surplus funds 30. Common capital stock

1

1

3,000,000

3,000,000 0

31. Preferred capital stock 32. Aggregate write-ins for other than special surplus funds

0

0

91,044,763

90,994,535

1,924,039

868,987

0

33. Surplus notes 34. Gross paid in and contributed surplus 35. Unassigned funds (surplus) 36. Less treasury stock, at cost: 36.1

shares common (value included in Line 30 $

)

36.2

shares preferred (value included in Line 31 $

)

37. Surplus as regards policyholders (Lines 29 to 35, less 36) 38. Totals (Page 2, Line 28, Col. 3)

0 0 95,968,803

94,863,523

215,369,378

197,428,369

24,772

13,740

2

1

DETAILS OF WRITE-INS

2501. Unclaimed Checks 2502. Rounding 2503. 2598. Summary of remaining write-ins for Line 25 from overflow page 2599. Totals (Lines 2501 through 2503 plus 2598) (Line 25 above) 2901. Rounding

0

0

24,774

13,741

1

1 0

2902.

0

2903. 2998. Summary of remaining write-ins for Line 29 from overflow page

0

0

2999. Totals (Lines 2901 through 2903 plus 2998) (Line 29 above)

1

1

3201.

0

3202.

0

3203.

0

3298. Summary of remaining write-ins for Line 32 from overflow page

0

0

3299. Totals (Lines 3201 through 3203 plus 3298) (Line 32 above)

0

0

3

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

STATEMENT OF INCOME 1 Current Year to Date UNDERWRITING INCOME 1. Premiums earned: 110,916,968 ) 1.1 Direct (written $ 65,105,362 ) 1.2 Assumed (written $ 59,938,321 ) 1.3 Ceded (written $ 116,084,009 ) 1.4 Net (written $ DEDUCTIONS: 2. Losses incurred (current accident year $ 70,043,000 ): 2.1 Direct 2.2 Assumed 2.3 Ceded 2.4 Net 3. Loss adjustment expenses incurred 4. Other underwriting expenses incurred 5. Aggregate write-ins for underwriting deductions 6. Total underwriting deductions (Lines 2 through 5) 7. Net income of protected cells 8. Net underwriting gain (loss) (Line 1 minus Line 6 + Line 7) INVESTMENT INCOME 9. Net investment income earned 10. Net realized capital gains (losses) less capital gains tax of $ 11. Net investment gain (loss) (Lines 9 + 10) OTHER INCOME 12. Net gain or (loss) from agents' or premium balances charged off (amount recovered $ amount charged off $ ) 13. Finance and service charges not included in premiums 14. Aggregate write-ins for miscellaneous income 15. Total other income (Lines 12 through 14) 16. Net income before dividends to policyholders, after capital gains tax and before all other federal and foreign income taxes (Lines 8 + 11 + 15) 17. Dividends to policyholders 18. Net income, after dividends to policyholders, after capital gains tax and before all other federal and foreign income taxes (Line 16 minus Line 17) 19. Federal and foreign income taxes incurred 20. Net income (Line 18 minus Line 19)(to Line 22)

21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32.

33.

34. 35. 36. 37. 38. 39. 0501. 0502. 0503. 0598. 0599. 1401. 1402. 1403. 1498. 1499. 3701. 3702. 3703. 3798. 3799.

CAPITAL AND SURPLUS ACCOUNT Surplus as regards policyholders, December 31 prior year Net income (from Line 20) Net transfers (to) from Protected Cell accounts Change in net unrealized capital gains or (losses) less capital gains tax of $ Change in net unrealized foreign exchange capital gain (loss) Change in net deferred income tax Change in nonadmitted assets Change in provision for reinsurance Change in surplus notes Surplus (contributed to) withdrawn from protected cells Cumulative effect of changes in accounting principles Capital changes: 32.1 Paid in 32.2 Transferred from surplus (Stock Dividend) 32.3 Transferred to surplus Surplus adjustments: 33.1 Paid in 33.2 Transferred to capital (Stock Dividend) 33.3 Transferred from capital Net remittances from or (to) Home Office Dividends to stockholders Change in treasury stock Aggregate write-ins for gains and losses in surplus Change in surplus as regards policyholders (Lines 22 through 37) Surplus as regards policyholders, as of statement date (Lines 21 plus 38) DETAILS OF WRITE-INS

2 Prior Year to Date

3 Prior Year Ended December 31

102,313,476 59,989,923 55,274,031 107,029,368

95,868,982 55,499,364 51,535,096 99,833,250

126,671,279 73,451,552 68,137,564 131,985,267

63,928,405 37,496,006 34,516,659 66,907,752 11,841,815 40,121,026 0 118,870,593 (11,841,225)

56,756,703 33,816,899 30,889,045 59,684,557 12,072,047 38,021,298 0 109,777,902 0 (9,944,652)

75,211,795 45,097,520 41,053,053 79,256,262 15,015,695 50,092,432 0 144,364,389 0 (12,379,122)

2,387,895 73,334 2,461,229

2,470,596 52,817 2,523,413

3,431,285 59,987 3,491,272

9,342,196 0 9,342,196

0 8,844,752 0 8,844,752

0 11,686,073 0 11,686,073

(37,800)

1,423,513 0

2,798,223 0

(37,800)

1,423,513 0 1,423,513

2,798,223 0 2,798,223

89,583,908 1,423,513 0

89,583,908 2,798,223 0

(37,800)

94,863,523 (37,800) 363,471 608,720 120,662

50,228

(1) 1,105,280 95,968,803

1,094,385 0 0 759,139 0 0 0 0 0 0 0

0 0 0

77,969 0 0 0 0 0 0 3,355,006 92,938,914

98,901 0 0 0 0 0 1 5,279,615 94,863,523

0

0 0 0 0 0 0 0 0 1 0 1

Summary of remaining write-ins for Line 5 from overflow page TOTALS (Lines 0501 through 0503 plus 0598) (Line 5 above)

0 0

Summary of remaining write-ins for Line 14 from overflow page TOTALS (Lines 1401 through 1403 plus 1498) (Line 14 above)

Rounding

0 0 (1)

0 0 0 0 0 0 0 0

Summary of remaining write-ins for Line 37 from overflow page TOTALS (Lines 3701 through 3703 plus 3798) (Line 37 above)

0 (1)

0 0

4

2,162,907 0 0 373,473 (153,890) 0 0 0

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

CASH FLOW 1 Current Year To Date 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

13.

14. 15. 16.

17.

18. 19.

Cash from Operations Premiums collected net of reinsurance Net investment income Miscellaneous income Total (Lines 1 to 3) Benefit and loss related payments Net transfers to Separate Accounts, Segregated Accounts and Protected Cell Accounts Commissions, expenses paid and aggregate write-ins for deductions Dividends paid to policyholders Federal and foreign income taxes paid (recovered) net of $ tax on capital gains (losses) Total (Lines 5 through 9) Net cash from operations (Line 4 minus Line 10) Cash from Investments Proceeds from investments sold, matured or repaid: 12.1 Bonds 12.2 Stocks 12.3 Mortgage loans 12.4 Real estate 12.5 Other invested assets 12.6 Net gains or (losses) on cash, cash equivalents and short-term investments 12.7 Miscellaneous proceeds 12.8 Total investment proceeds (Lines 12.1 to 12.7) Cost of investments acquired (long-term only): 13.1 Bonds 13.2 Stocks 13.3 Mortgage loans 13.4 Real estate 13.5 Other invested assets 13.6 Miscellaneous applications 13.7 Total investments acquired (Lines 13.1 to 13.6) Net increase (or decrease) in contract loans and premium notes Net cash from investments (Line 12.8 minus Line 13.7 and Line 14) Cash from Financing and Miscellaneous Sources Cash provided (applied): 16.1 Surplus notes, capital notes 16.2 Capital and paid in surplus, less treasury stock 16.3 Borrowed funds 16.4 Net deposits on deposit-type contracts and other insurance liabilities 16.5 Dividends to stockholders 16.6 Other cash provided (applied) Net cash from financing and miscellaneous sources (Line 16.1 through Line 16.4 minus Line 16.5 plus Line 16.6) RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS Net change in cash, cash equivalents and short-term investments (Line 11, plus Lines 15 and 17) Cash, cash equivalents and short-term investments: 19.1 Beginning of year 19.2 End of period (Line 18 plus Line 19.1)

5

2 Prior Year To Date

3 Prior Year Ended December 31

109,324,345 2,573,999 9,342,196 121,240,540 63,189,980 0 50,874,966 0

100,239,873 2,713,702 8,844,752 111,798,327 58,678,578 0 46,837,553 0

130,791,943 3,729,793 11,686,073 146,207,809 76,985,746 0 61,098,466 0

0 114,064,946 7,175,594

0 105,516,131 6,282,196

0 138,084,212 8,123,597

13,245,828 0 0 0 175,055 0 0 13,420,883

12,919,922 2 0 0 0 0 22,111 12,942,035

16,859,526 0 0 0 25,103 0 90 16,884,719

5,441,100 4,000,000 0 0 2,336,789 91 11,777,980 0 1,642,902

15,212,192 2,399,948 0 0 6,316,381 839 23,929,360 0 (10,987,325)

16,218,881 2,399,948 0 0 7,139,245 0 25,758,073 0 (8,873,355)

0 50,228 0 0 669,882

0 77,969 0 0 0 (1,874,531)

0 98,901 0 0 0 (1,022,556)

720,110

(1,796,562)

(923,655)

9,538,606

(6,501,691)

(1,673,413)

31,085,474 40,624,081

32,758,887 26,257,196

32,758,887 31,085,474

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc. NOTES TO FINANCIAL STATEMENTS 1.

Summary of Significant Accounting Policies A.

Accounting Practices State of Domicile

2.

2014

2013

NET INCOME (1) Company state basis (Page 4, Line 20, Columns 1 & 3)

Texas ...............................

$ ............................(37,800)

$ ......................... 2,798,223

(4) NAIC SAP

Texas ...............................

$ ............................(37,800)

$ ......................... 2,798,223

SURPLUS (5) Company state basis (Page 3, Line 37, Columns 1 & 2)

(1-2-3=4)

Texas ...............................

$ ....................... 95,968,803

$ ....................... 94,863,523

(8) NAIC SAP

Texas ...............................

$ ....................... 95,968,803

$ ....................... 94,863,523

(5-6-7=8)

Accounting Changes and Corrections of Errors Not applicable.

3.

Business Combinations and Goodwill Not applicable.

4.

Discontinued Operations Not applicable.

5.

Investments Not applicable.

6.

Joint Ventures, Partnerships and Limited Liability Companies

7.

Investment Income

8

Not applicable.

Not applicable. 8.

Derivative Instruments Not applicable.

9.

Income Taxes No significant change.

10.

Information Concerning Parent, Subsidiaries, Affiliates and Other Related Parties

D. 1. At September 30, 2014 the Company was owed $178,021 on account from affiliates and such amount was fully repaid prior to October 31, 2014. 11.

Debt Not applicable.

12.

Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences and Other Postretirement Benefit Plans. Not applicable.

13.

Capital and Surplus, Dividend Restrictions and Quasi-Reorganizations Not applicable.

14.

Contingencies No significant changes.

15.

Leases No significant changes.

16.

Information About Financial Instruments With Off-Balance-Sheet Risk And Financial Instruments With Concentrations of Credit Risk Not applicable.

17.

Sale, Transfer and Servicing of Financial Assets and Extinguishments of Liabilities Not applicable.

18.

Gain or Loss to the Reporting Entity from Uninsured Plans and the Uninsured Portion of Partially Insured Plans Not applicable.

19.

Direct Premium Written/Produced by Managing General Agents/Third Party Administrators The Company wrote $27,165,074 in direct premiums written for the nine months ended September 30, 2014 through the following affiliated MGA: Acceptance Insurance Agency of Tennessee, Inc. (“Acceptance”) Nashville, TN FEIN Number: 62-1552707 Acceptance operates under an exclusive contract with the Company. It writes only private-passenger non-standard automobile insurance in the state of Florida, has binding authority, and also handles premium collection.

20.

Fair Value Measurements A. (1)

Fair Value Measurements at Reporting Date Description for each class of asset or liability

a. Assets at fair value Bonds Common Stock Common Stock: Parent, Subsidiaries and Affiliates Other Invested Assets Total assets at fair value 21.

(Level 1) $ $ $ $

4,286,435 10,771,588 31,648,305

$

46,706,328

Other Items Not applicable.

22.

Events Subsequent No significant subsequent events.

6

(Level 2) $ $ $ $ $

(Level 3)

71,350,654

$ $ $ $

71,350,654

$

Total

9,922,344

$ $ $ $

75,637,089 10,771,588 31,648,305 9,922,344

9,922,344

$

127,979,326

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc. 23.

Reinsurance No significant changes.

24.

Retrospectively Rated Contracts & Contracts Subject to Redetermination Not applicable.

25.

Changes in Incurred Losses and Loss Adjustment Expenses Reserves for Reserves for incurred losses and loss adjustment expenses attributable to insured events of prior years have decreased by approximately $3.0 million from December 31, 2013 to September 30, 2014 as a result of the re-estimation of unpaid losses and loss adjustment expenses. This change is generally the result of the ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding actual losses.

26.

Intercompany Pooling Arrangements The Company participates in a quota share reinsurance pooling arrangement with the following affiliated companies (the “Pooling Arrangement”) NAIC Pool Participant

Pooling

Code

%

First Acceptance Insurance Company, Inc. (Lead Reinsurer)

10336

66%

First Acceptance Insurance Company of Georgia, Inc.

11508

26%

First Acceptance Insurance Company of Tennessee, Inc.

12825

8%

Under the terms of the Pooling Arrangement, the Pool Participants cede to the Lead Reinsurer all of their insurance business and assume from the Lead Reinsurer an amount equal to their respective pooling percentages as outlined in the Pooling Arrangement. All premiums, losses, loss adjustment expenses, underwriting expenses and the related finance and service charge income are allocated among the Pool Participants on the basis of each company’s respective pooling percentages as outlined in the Pooling Arrangement. The Pooling Arrangement provides indemnification against loss or liability relating to insurance risk and has been accounted for as reinsurance. Per SSAP No. 62 – Property and Casualty Reinsurance, ceded reinsurance premiums payable may be deducted from amount due from the reinsurer when a legal right of offset exists. As the Pooling Agreement provides for the right of offset, the Company has netted within the Statement of Assets and Liabilities the amount due to the Lead Reinsurer under ceded reinsurance premiums payable with the amount due from the Lead Reinsurer on assumed reinsurance premiums receivable for transactions under the Pooling Arrangement. The following tabular presentation reflects the ceded reinsurance premiums payable and assumed premiums receivable at September 30, 2014, between each Pool Participant and the Lead Reinsurer resulting in the net amount due to or due from the Lead Reinsurer. 27.

Structured Settlements Not applicable.

28.

Health Care Receivables Not applicable.

29.

Participating Policies Not applicable.

30.

Premium Deficiency Reserves Not applicable.

31.

High Deductibles Not applicable.

32.

Discounting of Liabilities for Unpaid Losses or Unpaid Loss Adjustment Expenses Not applicable.

33.

Asbestos/Environmental Reserves Not applicable.

34.

Subscriber Savings Accounts

35.

Multiple Peril Crop Insurance

Not applicable.

Not applicable. 36.

Financial Guaranty Insurance Not applicable.

6.1

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

GENERAL INTERROGATORIES PART 1 - COMMON INTERROGATORIES GENERAL 1.1

Did the reporting entity experience any material transactions requiring the filing of Disclosure of Material Transactions with the State of Domicile, as required by the Model Act?

Yes [ ] No [X]

1.2

If yes, has the report been filed with the domiciliary state?

Yes [ ] No [ ]

2.1

Has any change been made during the year of this statement in the charter, by-laws, articles of incorporation, or deed of settlement of the reporting entity?

Yes [ ] No [X]

2.2

If yes, date of change:

3.1

Is the reporting entity a member of an Insurance Holding Company System consisting of two or more affiliated persons, one or more of which is an insurer?

Yes [X] No [ ]

If yes, complete Schedule Y, Parts 1 and 1A.

Yes [ ] No [X]

3.2

Have there been any substantial changes in the organizational chart since the prior quarter end?

3.3

If the response to 3.2 is yes, provide a brief description of those changes.

4.1

Has the reporting entity been a party to a merger or consolidation during the period covered by this statement?

4.2

If yes, provide the name of entity, NAIC Company Code, and state of domicile (use two letter state abbreviation) for any entity that has ceased to exist as a result of the merger or consolidation. 1 Name of Entity

5.

2 NAIC Company Code

Yes [ ] No [X]

3 State of Domicile

If the reporting entity is subject to a management agreement, including third-party administrator(s), managing general agent(s), attorney-infact, or similar agreement, have there been any significant changes regarding the terms of the agreement or principals involved?

Yes [ ] No [X] NA [ ]

If yes, attach an explanation. 6.1 State as of what date the latest financial examination of the reporting entity was made or is being made.

12/31/2010

6.2

State the as of date that the latest financial examination report became available from either the state of domicile or the reporting entity. This date should be the date of the examined balance sheet and not the date the report was completed or released.

12/31/2010

6.3

State as of what date the latest financial examination report became available to other states or the public from either the state of domicile or the reporting entity. This is the release date or completion date of the examination report and not the date of the examination (balance sheet date).

06/14/2012

6.4

By what department or departments?

Texas Department of Insurance 6.5

Have all financial statement adjustments within the latest financial examination report been accounted for in a subsequent financial statement filed with Departments?

Yes [ ] No [ ] NA [X]

6.6

Have all of the recommendations within the latest financial examination report been complied with?

Yes [X] No [ ] NA [ ]

7.1

Has this reporting entity had any Certificates of Authority, licenses or registrations (including corporate registration, if applicable) suspended or revoked by any governmental entity during the reporting period?

7.2

If yes, give full information:

8.1

Is the company a subsidiary of a bank holding company regulated by the Federal Reserve Board?

8.2

If response to 8.1 is yes, please identify the name of the bank holding company.

8.3

Is the company affiliated with one or more banks, thrifts or securities firms?

8.4

If response to 8.3 is yes, please provide below the names and location (city and state of the main office) of any affiliates regulated by a federal regulatory services agency [i.e. the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Securities Exchange Commission (SEC)] and identify the affiliate’s primary federal regulator.] 1 Affiliate Name

Yes [ ] No [X]

Yes [ ] No [X]

Yes [ ] No [X]

2 Location (City, State)

7

3

4

5

6

FRB

OCC

FDIC

SEC

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

GENERAL INTERROGATORIES 9.1

Are the senior officers (principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) of the reporting entity subject to a code of ethics, which includes the following standards?

Yes [X] No [ ]

(a) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (b) Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the reporting entity; (c) Compliance with applicable governmental laws, rules and regulations; (d) The prompt internal reporting of violations to an appropriate person or persons identified in the code; and (e) Accountability for adherence to the code. 9.11 If the response to 9.1 is No, please explain:

9.2

Yes [ ] No [X]

Has the code of ethics for senior managers been amended?

9.21 If the response to 9.2 is Yes, provide information related to amendment(s). 9.3

Yes [ ] No [X]

Have any provisions of the code of ethics been waived for any of the specified officers?

9.31 If the response to 9.3 is Yes, provide the nature of any waiver(s).

FINANCIAL Yes [X] No [ ]

10.1 Does the reporting entity report any amounts due from parent, subsidiaries or affiliates on Page 2 of this statement? 10.2 If yes, indicate any amounts receivable from parent included in the Page 2 amount:

$

12,175

INVESTMENT 11.1 Were any of the stocks, bonds, or other assets of the reporting entity loaned, placed under option agreement, or otherwise made available for use by another person? (Exclude securities under securities lending agreements.)

Yes [ ] No [X]

11.2 If yes, give full and complete information relating thereto:

12.

Amount of real estate and mortgages held in other invested assets in Schedule BA:

$

13.

Amount of real estate and mortgages held in short-term investments:

$

14.1

Does the reporting entity have any investments in parent, subsidiaries and affiliates?

14.2

If yes, please complete the following:

Yes [X] No [ ]

1 Prior Year-End Book/Adjusted Carrying Value 14.21 14.22 14.23 14.24 14.25 14.26 14.27

Bonds Preferred Stock Common Stock Short-Term Investments Mortgage Loans on Real Estate All Other Total Investment in Parent, Subsidiaries and Affiliates (Subtotal Lines 14.21 to 14.26) 14.28 Total Investment in Parent included in Lines 14.21 to 14.26 above

0

$ $ $ $ $ $ $

27,567,269

27,567,269

$

2 Current Quarter Book/Adjusted Carrying Value $ $ $ $ $ $ $

31,648,305

31,648,305

$

15.1 Has the reporting entity entered into any hedging transactions reported on Schedule DB?

Yes [ ] No [X]

15.2 If yes, has a comprehensive description of the hedging program been made available to the domiciliary state?

Yes [ ] No [ ]

If no, attach a description with this statement.

7.1

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

GENERAL INTERROGATORIES 16

17.

For the reporting entity’s security lending program, state the amount of the following as of the current statement date: 16.1 Total fair value of reinvested collateral assets reported on Schedule DL, Parts 1 and 2 16.2 Total book adjusted/carrying value of reinvested collateral assets reported on Schedule DL, Parts 1 and 2 16.3 Total payable for securities lending reported on the liability page Excluding items in Schedule E – Part 3 – Special Deposits, real estate, mortgage loans and investments held physically in the reporting entity’s offices, vaults or safety deposit boxes, were all stocks, bonds and other securities, owned throughout the current year held pursuant to a custodial agreement with a qualified bank or trust company in accordance with Section 1, III – General Examination Considerations, F. Outsourcing of Critical Functions, Custodial or Safekeeping Agreements of the NAIC Financial Condition Examiners Handbook?

$ $ $

Yes [ ] No [X]

17.1 For all agreements that comply with the requirements of the NAIC Financial Condition Examiners Handbook, complete the following: 1 Name of Custodian(s)

2 Custodian Address

Bank of America-Merrill Lynch Amegy Bank

Chicago, IL Houston, TX

17.2 For all agreements that do not comply with the requirements of the NAIC Financial Condition Examiners Handbook, provide the name, location and a complete explanation: 1 Name(s)

2 Location(s)

3 Complete Explanation(s)

17.3 Have there been any changes, including name changes, in the custodian(s) identified in 17.1 during the current quarter?

Yes [ ] No [X]

17.4 If yes, give full and complete information relating thereto: 1 Old Custodian

2 New Custodian

3 Date of Change

4 Reason

17.5 Identify all investment advisors, broker/dealers or individuals acting on behalf of broker/dealers that have access to the investment accounts, handle securities and have authority to make investments on behalf of the reporting entity: 1 Central Registration Depository

Not applicable

2 Name(s)

DTF Holdings, LLC

3 Address

New York, NY

18.1 Have all the filing requirements of the Purposes and Procedures Manual of the NAIC Securities Valuation Office been followed? 18.2 If no, list exceptions:

7.2

Yes [X] No [ ]

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

GENERAL INTERROGATORIES PART 2 - PROPERTY & CASUALTY INTERROGATORIES 1.

Yes [ ] No [X] NA [ ]

If the reporting entity is a member of a pooling arrangement, did the agreement or the reporting entity's participation change? If yes, attach an explanation.

2.

Has the reporting entity reinsured any risk with any other reporting entity and agreed to release such entity from liability, in whole or in part, from any loss that may occur on the risk, or portion thereof, reinsured?

Yes [ ] No [X]

If yes, attach an explanation.

Yes [ ] No [X]

3.1

Have any of the reporting entity's primary reinsurance contracts been canceled?

3.2

If yes, give full and complete information thereto.

4.1

Are any of the liabilities for unpaid losses and loss adjustment expenses other than certain workers' compensation tabular reserves (see Annual Statement Instructions pertaining to disclosure of discounting for definition of “tabular reserves,”) discounted at a rate of interest greater than zero?

4.2

Yes [ ] No [X]

If yes, complete the following schedule:

1 Line of Business

2 Maximum Interest

3 Discount Rate

TOTAL DISCOUNT 5 6 Unpaid LAE IBNR

4 Unpaid Losses

TOTAL

0

0

DISCOUNT TAKEN DURING PERIOD 8 9 10 11 Unpaid Unpaid Losses LAE IBNR TOTAL

7 TOTAL

0

0

0

0

0

0

5. Operating Percentages: 5.1 A&H loss percent

%

5.2 A&H cost containment percent

%

5.3 A&H expense percent excluding cost containment expenses

%

6.1

Do you act as a custodian for health savings accounts?

6.2

If yes, please provide the amount of custodial funds held as of the reporting date.

6.3

Do you act as an administrator for health savings accounts?

6.4

If yes, please provide the balance of the funds administered as of the reporting date.

Yes [ ] No [X] $

Yes [ ] No [X]

8

$

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE F - CEDED REINSURANCE 1

2

3

NAIC Company Code

ID Number

Name of Reinsurer

Showing All New Reinsurance Treaties - Current Year to Date 4 Domiciliary Jurisdiction

5 Type of Reinsurer

6 Certified Reinsurer Rating (1 through 6)

7 Effective Date of Certified Reinsurer Rating

9

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE T - EXHIBIT OF PREMIUMS WRITTEN Current Year to Date - Allocated by States and Territories Direct Premiums Written Direct Losses Paid (Deducting Salvage) 2 3 4 5

1 Active Status

States, etc. 1. Alabama

AL

2. Alaska

AK

3. Arizona

AZ

4. Arkansas

AR

5. California

CA

6. Colorado

CO

7. Connecticut

CT

8. Delaware

DE

9. Dist. Columbia

DC

10. Florida

FL

11. Georgia

GA

12. Hawaii

HI

13. Idaho

ID

14. Illinois

IL

15. Indiana

IN

16. Iowa

IA

17. Kansas

KS

18. Kentucky

KY

19. Louisiana

LA

20. Maine

ME

21. Maryland

MD

22. Massachusetts

MA

23. Michigan

MI

24. Minnesota

MN

25. Mississippi

MS

26. Missouri

MO

27. Montana

MT

28. Nebraska

NE

29. Nevada

NV

30. New Hampshire

NH

31. New Jersey

NJ

32. New Mexico

NM

33. New York

NY

34. No. Carolina

NC

35. No. Dakota

ND

36. Ohio

OH

37. Oklahoma

OK

38. Oregon

OR

39. Pennsylvania

PA

40. Rhode Island

RI

41. So. Carolina

SC

42. So. Dakota

SD

43. Tennessee

TN

44. Texas

TX

45. Utah

UT

46. Vermont

VT

47. Virginia

VA

48. Washington

WA

49. West Virginia

WV

50. Wisconsin

WI

51. Wyoming

WY

52. American Samoa

AS

53. Guam

GU

54. Puerto Rico

PR

55. U.S. Virgin Islands

VI

L N L L N L N N N L L N N L L L L L L N N N N N L L N N L N N L N N N L L N L N L N L L L N L N L N N N N N N N N XXX

56. Northern Mariana Islands MP 57. Canada

CAN

58. Aggregate Other Alien

OT

59. Totals DETAILS OF WRITE-INS 58001. 58002. 58003. 58998. Summary of remaining writeins for Line 58 from overflow page 58999. TOTALS (Lines 58001 through 58003 plus 58998) (Line 58 above)

Current Year To Date

Prior Year To Date

17,551,753

Current Year To Date

Prior Year To Date

0 110,916,968

17,110,015 0 0 0 0 0 0 0 0 24,295,264 54,667 0 0 14,806,159 4,112,850 0 0 0 0 0 0 0 0 0 2,128,028 3,050,249 0 0 0 0 0 0 0 0 0 14,386,229 0 0 6,683,704 0 12,331,062 0 0 596,035 0 0 0 0 0 0 0 0 0 0 0 0 0 0 99,554,262

XXX

0

0

0

XXX

0

0

0

27,165,074 36,407

16,790,240 4,950,960

2,399,453 3,982,784

18,018,212

6,520,366 13,071,867 0 429,852

25

(a)

8,082,547

15,522,506 (14,003)

9,123,187 2,540,553

1,836,220 996,144

9,363,065

3,579,221 7,588,801 (13,093) 246,007

0 58,851,155

Direct Losses Unpaid 6 7 Current Year To Date

7,169,592 0 0 0 0 0 0 0 0 15,397,620 38,416 0 0 8,613,749 1,947,076 0 0 0 0 0 0 0 0 0 1,259,127 1,352,717 0 0 0 0 0 0 0 0 0 7,519,442 0 0 3,667,320 0 6,385,866 0 (22,100) 383,011 0 0 0 0 0 0 0 0 0 0 0 0 0 0 53,711,836

Prior Year To Date

6,531,844

0 51,237,639

5,831,011 0 0 0 0 0 0 0 0 9,977,914 15,551 0 0 8,277,544 2,214,452 0 0 0 0 0 0 0 0 0 1,000,181 1,484,457 0 0 0 0 0 0 0 0 0 7,286,447 0 0 3,153,593 0 6,108,540 0 25,014 181,669 0 0 0 0 0 0 0 0 0 0 0 0 0 0 45,556,373

0

0

0

0

0

0

11,326,221 20,127

8,327,356 2,579,040

2,230,535 680,847

9,319,022

3,239,577 6,844,976 25,000 113,094

XXX XXX XXX

(L) Licensed or Chartered - Licensed Insurance Carrier or Domiciled RRG; (R) Registered - Non-domiciled RRGs; (Q) Qualified - Qualified or Accredited Reinsurer; (E) Eligible Reporting Entities eligible or approved to write Surplus Lines in the state; (N) None of the above - Not allowed to write business in the state. (a) Insert the number of L responses except for Canada and Other Alien.

10

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE Y - INFORMATION CONCERNING ACTIVITIES OF INSURER MEMBERS OF A HOLDING COMPANY GROUP PART 1 - ORGANIZATIONAL CHART

11

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE Y PART 1A – DETAIL OF INSURANCE HOLDING COMPANY SYSTEM 1

Group Code

2

3

4

Group Name

NAIC Company Code

Federal ID Number

5

Federal RSSD

6

CIK

7 Name of Securities Exchange if Publicly Traded (U.S. or International)

New York Stock Exchange 03362

03362 03362

First Acceptance Insurance Group

First Acceptance Insurance Group First Acceptance Insurance Group

10336

62-1613506

11508

75-3060573

12825

20-5135088

8

Name of Parent Subsidiaries or Affiliates

First Acceptance Corporation USAuto Holdings, Inc. First Acceptance Insurance Company, Inc. Acceptance Insurance Agency of Tennessee, Inc. Transit Automobile Club, Inc. Acceptance Life Insurance Reinsurance Company, Ltd. First Acceptance Insurance Company of Georgia, Inc. First Acceptance Insurance Company of Tennessee, Inc.

12 Asterisk

Explanation

9

10

Relationship to Domiciliary Reporting Location Entity

DE DE

UIP UDP

TX

11

Directly Controlled by (Name of Entity/Person)

12 Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other)

13

14

15

If Control is Ownership Provide Percentage

Ultimate Controlling Entity(ies)/ Person(s)

*

Gerald J. Ford Ownership First Acceptance Corporation Ownership

59.0 Gerald J. Ford 100.0 Gerald J. Ford

0 0

USAuto Holdings, Inc.

Ownership

100.0 Gerald J. Ford

0

TN TN

NIA NIA

USAuto Holdings, Inc. USAuto Holdings, Inc.

Ownership Ownership

100.0 Gerald J. Ford 100.0 Gerald J. Ford

0 0

ZZZ

NIA

Ownership

100.0 Gerald J. Ford

0

GA

IA

Ownership

100.0 Gerald J. Ford

0

TN

IA

USAuto Holdings, Inc. First Acceptance Insurance Company, Inc. First Acceptance Insurance Company, Inc.

Ownership

100.0 Gerald J. Ford 0.0

0 0

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

PART 1 - LOSS EXPERIENCE Line of Business 1. Fire 2. Allied lines 3. Farmowners multiple peril 4. Homeowners multiple peril 5. Commercial multiple peril 6. Mortgage guaranty 8. Ocean marine 9. Inland marine 10. Financial guaranty 11.1 Medical professional liability -occurrence 11.2 Medical professional liability -claims made 12. Earthquake 13. Group accident and health 14. Credit accident and health 15. Other accident and health 16. Workers’ compensation 17.1 Other liability occurrence 17.2 Other liability-claims made 17.3 Excess Workers’ Compensation 18.1 Products liability-occurrence 18.2 Products liability-claims made 19.1,19.2 Private passenger auto liability 19.3,19.4 Commercial auto liability 21. Auto physical damage 22. Aircraft (all perils) 23. Fidelity 24. Surety 26. Burglary and theft 27. Boiler and machinery 28. Credit 29. International 30. Warranty 31. Reinsurance - Nonproportional Assumed Property 32. Reinsurance - Nonproportional Assumed Liability 33. Reinsurance - Nonproportional Assumed Financial Lines 34. Aggregate write-ins for other lines of business 35. TOTALS DETAILS OF WRITE-INS 3401. 3402. 3403. 3498. Sum. of remaining write-ins for Line 34 from overflow page 3499. Totals (Lines 3401 through 3403 plus 3498) (Line 34)

Current Year to Date 2 Direct Losses Incurred

1 Direct Premiums Earned

3,459

0

332,819

173,823

70,708,200

45,473,351

30,341,341

17,683,951

927,657

597,280

XXX XXX XXX

0 102,313,476

XXX XXX XXX

XXX XXX XXX

0 63,928,405

0 0

4 Prior Year to Date Direct Loss Percentage

3 Direct Loss Percentage

0.0 0.0 0.0 52.2 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 64.3 0.0 58.3 0.0 64.4 0.0 0.0 0.0 0.0 0.0 0.0

0.0 62.5

XXX XXX XXX

0.0 0.0 0.0 55.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 61.7 0.0 53.1 0.0 52.9 0.0 0.0 0.0 0.0 0.0 0.0

0.0 59.2

0.0 0.0 0.0 0.0 0.0

0 0

0.0 0.0 0.0 0.0 0.0

PART 2 - DIRECT PREMIUMS WRITTEN 1 Current Quarter

Line of Business 1. Fire 2. Allied lines 3. Farmowners multiple peril 4. Homeowners multiple peril 5. Commercial multiple peril 6. Mortgage guaranty 8. Ocean marine 9. Inland marine 10. Financial guaranty 11.1 Medical professional liability-occurrence 11.2 Medical professional liability-claims made 12. Earthquake 13. Group accident and health 14. Credit accident and health 15. Other accident and health 16. Workers’ compensation 17.1 Other liability occurrence 17.2 Other liability-claims made 17.3 Excess Workers’ Compensation 18.1 Products liability-occurrence 18.2 Products liability-claims made 19.1,19.2 Private passenger auto liability 19.3,19.4 Commercial auto liability 21. Auto physical damage 22. Aircraft (all perils) 23. Fidelity 24. Surety 26. Burglary and theft 27. Boiler and machinery 28. Credit 29. International 30. Warranty 31. Reinsurance - Nonproportional Assumed Property 32. Reinsurance - Nonproportional Assumed Liability 33. Reinsurance - Nonproportional Assumed Financial Lines 34. Aggregate write-ins for other lines of business 35. TOTALS DETAILS OF WRITE-INS 3401. 3402. 3403. 3498. Sum. of remaining write-ins for Line 34 from overflow page 3499. Totals (Lines 3401 through 3403 plus 3498) (Line 34)

2 Current Year to Date

1,121 0 0 108,283 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 25,223,720 0 10,919,697 0 340,343 0 0 0 0 0 0 XXX XXX XXX 0 36,593,164 0 0 0 0 0

13

3 Prior Year Year to Date

2,914

0 110,916,968

4,832 0 0 328,801 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 69,919,660 0 28,529,487 0 771,482 0 0 0 0 0 0 XXX XXX XXX 0 99,554,262

0 0

0 0 0 0 0

395,487

76,542,442 32,909,430 1,066,695

XXX XXX XXX

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

PART 3 (000 omitted) LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES SCHEDULE 1

Years in Which Losses Occurred

2

Prior Year-End Known Case Loss and LAE Reserves

3

Prior Year-End IBNR Loss and LAE Reserves

4

Total Prior Year-End Loss and LAE Reserves (Cols. 1 + 2)

5

6

2014 Loss and LAE Payments on Claims Reported as of Prior Year-End

2014 Loss and LAE Payments on Claims Unreported as of Prior Year-End

Total 2014 Loss and LAE Payments (Cols. 4 + 5)

7

8

9

Q.S. Date Known Case Loss and LAE Reserves on Claims Reported and Open as of Prior Year End

Q.S. Date Known Case Loss and LAE Reserves on Claims Reported or Reopened Subsequent to Prior Year End

Q.S. Date IBNR Loss and LAE Reserves

10

11

12

13

Total Q.S. Loss and LAE Reserves (Cols.7 + 8 + 9)

Prior Year-End Known Case Loss and LAE Reserves Developed (Savings)/ Deficiency (Cols. 4 + 7 minus Col. 1)

Prior Year-End IBNR Loss and LAE Reserves Developed (Savings)/ Deficiency (Cols. 5 + 8 + 9 minus Col. 2)

Prior Year-End Total Loss and LAE Reserve Developed (Savings)/ Deficiency (Cols. 11 + 12)

14

1. 2011 + Prior

2,639

4,346

6,985

3,058

38

3,096

1,000

55

2,872

3,927

1,419

(1,381)

38

2. 2012

4,171

6,549

10,720

5,123

129

5,252

1,883

142

3,429

5,454

2,835

(2,849)

(14)

3. Subtotals 2012 + prior

6,810

10,895

17,705

8,181

167

8,348

2,883

197

6,301

9,381

4,254

(4,230)

24

4. 2013

17,508

20,211

37,719

18,244

2,252

20,496

4,576

920

8,731

14,227

5,312

(8,308)

(2,996)

5. Subtotals 2013 + prior

24,318

31,106

55,424

26,425

2,419

28,844

7,459

1,117

15,032

23,608

9,566

(12,538)

(2,972)

45,335

45,335

18,219

18,163

36,382

47,754

74,179

19,336

33,195

59,990

6. 2014 7. Totals Prior Year-End Surplus As 8. Regards Policyholders

XXX

24,318

94,864

XXX

31,106

XXX

55,424

XXX

26,425

XXX

7,459

XXX

XXX

9,566 Col. 11, Line 7 As % of Col. 1, Line 7

1.

39.3

XXX

(12,538) Col. 12, Line 7 As % of Col. 2, Line 7

2.

(2,972) Col. 13, Line 7 As % of Col. 3, Line 7

(40.3) 3.

(5.4)

Col. 13, Line 7 Line 8

4.

(3.1)

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SUPPLEMENTAL EXHIBITS AND SCHEDULES INTERROGATORIES The following supplemental reports are required to be filed as part of your statement filing. However, in the event that your company does not transact the type of business for which the special report must be filed, your response of NO to the specific interrogatory will be accepted in lieu of filing a “NONE” report and a bar code will be printed below. If the supplement is required of your company but is not being filed for whatever reason enter SEE EXPLANATION and provide an explanation following the interrogatory questions.

Response 1.

Will the Trusteed Surplus Statement be filed with the state of domicile and the NAIC with this statement?

NO

2.

Will Supplement A to Schedule T (Medical Professional Liability Supplement) be filed with this statement?

NO

3.

Will the Medicare Part D Coverage Supplement be filed with the state of domicile and the NAIC with this statement?

NO

4.

Will the Director and Officer Insurance Coverage Supplement be filed with the state of domicile and the NAIC with this statement?

NO

Explanation:

1. 2. 3. 4. Bar Code:

1.

*10336201449000003*

2.

*10336201445500003*

3.

*10336201436500003*

4.

*10336201450500003*

15

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

OVERFLOW PAGE FOR WRITE-INS

16

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE A – VERIFICATION Real Estate 1

2 Prior Year Ended December 31

Year To Date 1. Book/adjusted carrying value, December 31 of prior year 2. Cost of acquired: 2.1 Actual cost at time of acquisition 2.2 Additional investment made after acquisition 3. Current year change in encumbrances 4. Total gain (loss) on disposals 5. Deduct amounts received on disposals 6. Total foreign exchange change in book/adjusted carrying value 7. Deduct current year’s other-than-temporary impairment recognized 8. Deduct current year’s depreciation 9. Book/adjusted carrying value at the end of current period (Lines 1+2+3+4-5+6-7-8) 10. Deduct total nonadmitted amounts 11. Statement value at end of current period (Line 9 minus Line 10)

0

0

0 0 0

0 0 0 0 0 0 0 0 0 0 0

SCHEDULE B – VERIFICATION Mortgage Loans 1

2 Prior Year Ended December 31

Year To Date

0

1. Book value/recorded investment excluding accrued interest, December 31 of prior year 2. Cost of acquired: 2.1 Actual cost at time of acquisition 2.2 Additional investment made after acquisition 3. Capitalized deferred interest and other 4. Accrual of discount 5. Unrealized valuation increase (decrease) 6. Total gain (loss) on disposals 7. Deduct amounts received on disposals 8. Deduct amortization of premium and mortgage interest points and commitment fees 9. Total foreign exchange change in book value/recorded investment excluding accrued interest 10. Deduct current year’s other-than-temporary impairment recognized 11. Book value/recorded investment excluding accrued interest at end of current period (Lines 1+2+3+4+5+6-78+9-10) 12. Total valuation allowance 13. Subtotal (Line 11 plus Line 12) 14. Deduct total nonadmitted amounts 15. Statement value at end of current period (Line 13 minus Line 14)

0 0 0 0 0 0 0 0 0 0 0

0

0 0 0 0 0

0 0 0

SCHEDULE BA – VERIFICATION Other Long-Term Invested Assets 1 Year To Date 1. Book/adjusted carrying value, December 31 of prior year 2. Cost of acquired: 2.1 Actual cost at time of acquisition 2.2 Additional investment made after acquisition 3. Capitalized deferred interest and other 4. Accrual of discount 5. Unrealized valuation increase (decrease) 6. Total gain (loss) on disposals 7. Deduct amounts received on disposals 8. Deduct amortization of premium and depreciation 9. Total foreign exchange change in book/adjusted carrying value 10. Deduct current year’s other-than-temporary impairment recognized 11. Book/adjusted carrying value at end of current period (Lines 1+2+3+4+5+6-7-8+9-10) 12. Deduct total nonadmitted amounts 13. Statement value at end of current period (Line 11 minus Line 12)

2 Prior Year Ended December 31

7,512,616

0

720,000 1,616,789 0 0 247,995 0 175,055 0 0 0 9,922,344 0 9,922,344

5,746,667 1,392,578 0 0 398,474 0 25,103 0 0 0 7,512,616 0 7,512,616

SCHEDULE D – VERIFICATION Bonds and Stocks 1 Year To Date 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

Book/adjusted carrying value of bonds and stocks, December 31 of prior year Cost of bonds and stocks acquired Accrual of discount Unrealized valuation increase (decrease) Total gain (loss) on disposals Deduct consideration for bonds and stocks disposed of Deduct amortization of premium Total foreign exchange change in book/adjusted carrying value Deduct current year’s other-than-temporary impairment recognized Book/adjusted carrying value at end of current period (Lines 1+2+3+4+5-6-7+8-9) Deduct total nonadmitted amounts Statement value at end of current period (Line 10 minus Line 11)

SI01

119,702,562 9,441,100 93,896 115,477 73,334 13,245,827 201,470 0 0 115,979,072 0 115,979,072

2 Prior Year Ended December 31

116,364,435 18,618,828 113,618 1,764,433 59,987 16,859,526 359,214 0 0 119,702,562 0 119,702,562

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE D - PART 1B

Showing the Acquisitions, Dispositions and Non-Trading Activity During the Current Quarter for all Bonds and Preferred Stock by NAIC Designation 2 3 4 5 Non-Trading Book/Adjusted Acquisitions Dispositions Activity Carrying Value During During During End of Current Quarter Current Quarter Current Quarter First Quarter

1 Book/Adjusted Carrying Value Beginning of Current Quarter

NAIC Designation

6 Book/Adjusted Carrying Value End of Second Quarter

7 Book/Adjusted Carrying Value End of Third Quarter

8 Book/Adjusted Carrying Value December 31 Prior Year

BONDS

SI02

1. NAIC 1 (a)

80,606,801

9,331,349

16,007,271

(15,247)

79,852,201

80,606,801

73,915,631

80,256,097

2. NAIC 2 (a)

9,244,132

0

0

(28,616)

9,771,720

9,244,132

9,215,516

7,733,113

3. NAIC 3 (a)

703,870

0

59,198

3,230

724,650

703,870

647,903

769,057

4. NAIC 4 (a)

0

0

0

0

637,691

0

0

668,079

5. NAIC 5 (a)

0

0

0

0

0

0

0

1,243,374

6. NAIC 6 (a)

1,599,856

0

65,136

6,197

1,645,366

1,599,856

1,540,918

469,254

7. Total Bonds

92,154,659

9,331,349

16,131,605

(34,435)

92,631,628

92,154,659

85,319,968

91,138,974

8. NAIC 1

0

0

0

0

0

0

0

0

9. NAIC 2

0

0

0

0

0

0

0

0

10. NAIC 3

0

0

0

0

0

0

0

0

11. NAIC 4

0

0

0

0

0

0

0

0

12. NAIC 5

0

0

0

0

0

0

0

0

13. NAIC 6

0

0

0

0

0

0

0

0

14. Total Preferred Stock

0

0

0

0

0

0

0

0

92,154,659

9,331,349

16,131,605

92,631,628

92,154,659

85,319,968

91,138,974

PREFERRED STOCK

15. Total Bonds & Preferred Stock

(34,435)

(a) Book/Adjusted Carrying Value column for the end of the current reporting period includes the following amount of non-rated short-term and cash equivalent bonds by NAIC designation: NAIC 1 $ NAIC 3 $

0

; NAIC 4 $

0

; NAIC 5 $

0

; NAIC 6 $

0

0

; NAIC 2 $

0

;

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE DA - PART 1 Short-Term Investments

1

2

3

4

Book/Adjusted Carrying Value

Par Value

Actual Cost

Interest Collected Year To Date

11,760,789

9199999

XXX

11,760,789

5 Paid for Accrued Interest Year To Date

1,006

0

SCHEDULE DA - VERIFICATION Short-Term Investments

1

2 Prior Year Ended December 31

Year To Date 1. Book/adjusted carrying value, December 31 of prior year

9,740,829

17,968,108

20,105,891

25,725,863

3. Accrual of discount

0

0

4. Unrealized valuation increase (decrease)

0

0

5. Total gain (loss) on disposals

0

0

18,085,930

33,953,142

7. Deduct amortization of premium

0

0

8. Total foreign exchange change in book/adjusted carrying value

0

0

2. Cost of short-term investments acquired

6. Deduct consideration received on disposals

9. Deduct current year’s other-than-temporary impairment recognized 10. Book/adjusted carrying value at end of current period (Lines 1+2+3+4+5-6-7+8-9) 11. Deduct total nonadmitted amounts 12. Statement value at end of current period (Line 10 minus Line 11)

SI03

0

0

11,760,789

9,740,829

0

0

11,760,789

9,740,829

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

Schedule DB - Part A - Verification

NONE Schedule DB - Part B - Verification

NONE Schedule DB - Part C - Section 1

NONE Schedule DB - Part C - Section 2

NONE Schedule DB - Verification

NONE Schedule E - Verification

NONE Schedule A - Part 2

NONE Schedule A - Part 3

NONE Schedule B - Part 2

NONE Schedule B - Part 3

NONE

SI04, SI05, SI06, SI07, SI08, E01, E02

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE BA - PART 2 Showing Other Long-Term Invested Assets ACQUIRED AND ADDITIONS MADE During the Current Quarter 1

Location

2 3

E03

5

6

7

8

9

10

11

12

13

Name of Vendor or General Partner

NAIC Designation

Date Originally Acquired

Type and Strategy

Actual Cost at Time of Acquisition

Additional Investment Made After Acquisition

Amount of Encumbrances

Commitment for Additional Investment

Percentage of Ownership

06/20/2013

11

4

CUSIP Identification Name or Description City State Oil and Gas Production - Unaffiliated Oil and Gas Production - Affiliated Transportation Equipment - Unaffiliated Transportation Equipment - Affiliated Mineral Rights - Unaffiliated Mineral Rights - Affiliated Fixed or Variable Rate - Bonds - Unaffiliated Fixed or Variable Rate - Bonds - Affiliated Fixed or Variable Rate - Mortgage Loans - Unaffiliated Fixed or Variable Rate - Mortgage Loans - Affiliated Fixed or Variable Rate - Other - Unaffiliated Fixed or Variable Rate - Other - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Fixed Income Instruments Unaffiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Fixed Income Instruments - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Common Stocks - Unaffiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Common Stocks - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Real Estate - Unaffiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Real Estate - Affiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Mortgage Loans - Unaffiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Mortgage Loans - Affiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Other - Unaffiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Other - Affiliated Surplus Debentures, etc. – Unaffiliated Surplus Debentures, etc. - Affiliated Collateral Loans - Unaffiliated 000000-00-0 Stabilis Fund III, LP New York NY Stabilis GP III, LLC 2599999 - Collateral Loans - Unaffiliated Collateral Loans - Affiliated Non-collateral Loans - Unaffiliated Non-collateral Loans - Affiliated Capital Notes - Unaffiliated Capital Notes - Affiliated Guaranteed Federal Low Income Housing Tax Credit - Unaffiliated Guaranteed Federal Low Income Housing Tax Credit - Affiliated Non-Guaranteed Federal Low Income Housing Tax Credit - Unaffiliated Non-Guaranteed Federal Low Income Housing Tax Credit - Affiliated Guaranteed State Low Income Housing Tax Credit - Unaffiliated Guaranteed State Low Income Housing Tax Credit - Affiliated Non-Guaranteed State Low Income Housing Tax Credit - Unaffiliated Non-Guaranteed State Low Income Housing Tax Credit - Affiliated All Other Low Income Housing Tax Credit - Unaffiliated All Other Low Income Housing Tax Credit - Affiliated Working Capital Finance Investment - Unaffiliated Any Other Class of Assets - Unaffiliated 000000-00-0 Home Partners of America, Inc. Chicago IL Home Partners of America, Inc. 4299999 - Any Other Class of Assets - Unaffiliated Any Other Class of Assets - Affiliated 4499999 – Subtotals Unaffiliated 4599999 – Subtotals Affiliated 4699999 Totals

08/07/2014

0 0

200,000 200,000

0

743,966 743,966

XXX

1.140

720,000 720,000

0 0

0 0

2,280,000 2,280,000

XXX

720,000 0 720,000

200,000 0 200,000

0 0 0

3,023,966 0 3,023,966

XXX XXX XXX

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE BA - PART 3

Showing Other Long-Term Invested Assets DISPOSED, Transferred or Repaid During the Current Quarter 1

Location

2 3

5

7

E03.1

NY

Change in Book/Adjusted Carrying Value 11 12 14 13 Current Book/ Year’s Total Total Adjusted Unrealized (Depreciation) Other Than Capitalized Foreign Change Carrying Temporary Deferred Exchange in Value Less Valuation or Interest Change in Encumbrances Increase (Amortization)/ Impairment B./A.C.V. Prior Year (Decrease) Accretion Recognized and Other (9+10-11+12) B./A.C.V. 8

9

CUSIP Name or Name of Purchaser or Identification Description City State Nature of Disposal Oil and Gas Production - Unaffiliated Oil and Gas Production - Affiliated Transportation Equipment - Unaffiliated Transportation Equipment - Affiliated Mineral Rights - Unaffiliated Mineral Rights - Affiliated Fixed or Variable Rate - Bonds - Unaffiliated Fixed or Variable Rate - Bonds - Affiliated Fixed or Variable Rate - Mortgage Loans - Unaffiliated Fixed or Variable Rate - Mortgage Loans - Affiliated Fixed or Variable Rate - Other - Unaffiliated Fixed or Variable Rate - Other - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Fixed Income Instruments Unaffiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Fixed Income Instruments Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Common Stocks - Unaffiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Common Stocks - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Real Estate - Unaffiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Real Estate - Affiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Mortgage Loans - Unaffiliated Joint Venture, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Mortgage Loans - Affiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Other - Unaffiliated Joint, Partnership or Limited Liability Company Interests that have the Underlying Characteristics - Other - Affiliated Surplus Debentures, etc. - Unaffiliated Surplus Debentures, etc. - Affiliated Collateral Loans - Unaffiliated 000000-00-0 Stabilis Fund III, LP New York 2599999 - Collateral Loans - Unaffiliated Collateral Loans - Affiliated Non-collateral Loans - Unaffiliated Non-collateral Loans - Affiliated Capital Notes - Unaffiliated Capital Notes - Affiliated Guaranteed Federal Low Income Housing Tax Credit - Unaffiliated Guaranteed Federal Low Income Housing Tax Credit - Affiliated Non-Guaranteed Federal Low Income Housing Tax Credit - Unaffiliated Non-Guaranteed Federal Low Income Housing Tax Credit - Affiliated Guaranteed State Low Income Housing Tax Credit - Unaffiliated Guaranteed State Low Income Housing Tax Credit - Affiliated Non-Guaranteed State Low Income Housing Tax Credit - Unaffiliated Non-Guaranteed State Low Income Housing Tax Credit - Affiliated All Other Low Income Housing Tax Credit - Unaffiliated All Other Low Income Housing Tax Credit - Affiliated Working Capital Finance Investment - Unaffiliated Any Other Class of Assets - Unaffiliated Any Other Class of Assets - Affiliated 4499999 – Subtotals Unaffiliated 4599999 – Subtotals Affiliated 4699999 Totals

6

4

Distribution

Date Originally Acquired

Disposal Date

06/20/2013

08/22/2014

10 Current Year’s

15

16

17

18

19

20

Realized Gain (Loss) on Disposal

Total Gain (Loss) on Disposal

Investment Income

Book/Adjusted

Carrying Value Less

Foreign Exchange Gain (Loss) on Disposal Consideration on Disposal

Encumbrances

21,835 21,835

0 0

0 0

0 0

0 0

0 0

0 0

21,835 21,835

21,835 21,835

0 0

0 0 0

0

0 0

21,835 0 21,835

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

21,835 0 21,835

21,835 0 21,835

0 0 0

0 0 0

0 0 0

0 0 0

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE D - PART 3 1

2

CUSIP Identification Description Bonds - U.S. Governments Bonds - All Other Governments Bonds - U.S. States, Territories and Possessions Bonds - U.S. Political Subdivisions of States, Territories and Possessions Bonds - U.S. Special Revenue Bonds - Industrial and Miscellaneous (Unaffiliated) Bonds - Hybrid Securities Bonds - Parent, Subsidiaries and Affiliates Preferred Stocks - Industrial and Miscellaneous (Unaffiliated) Preferred Stocks - Parent, Subsidiaries and Affiliates Common Stocks - Industrial and Miscellaneous Common Stocks - Parent, Subsidiaries and Affiliates 31857@-10-7 First Acceptance Insurance Co of TN, Inc 9199999 - Common Stocks - Parent, Subsidiaries and Affiliates Common Stocks - Mutual Funds Common Stocks - Money Market Mutual Funds 9799997 - Subtotals - Common Stocks - Part 3 9799999 - Subtotals - Common Stocks 9899999 - Subtotals- Preferred and Common Stocks

Show All Long-Term Bonds and Stock Acquired During the Current Quarter 5 6

3

4

Foreign

Date Acquired

08/01/2014

Name of Vendor

Direct

Number of Shares of Stock

0.000

7

8

Actual Cost

Par Value

9

10 NAIC Designation or Paid for Accrued Market Interest and Dividends Indicator (a)

XXX

0 0

XXX

4,000,000 4,000,000 4,000,000

XXX XXX XXX

0 0 0

XXX XXX XXX

4,000,000

XXX

0

XXX

E04

4,000,000 4,000,000

9999999 Totals (a) For all common stock bearing the NAIC market indicator "U" provide: the number of such issues

0

.

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE D - PART 4

Show All Long-Term Bonds and Stock Sold, Redeemed or Otherwise Disposed of During the Current Quarter 1

2

3

4

5

6

7

8

9

Change in Book/Adjusted Carrying Value

10 11

12

F o r e i g n

E05

Prior Year Unrealized CUSIP Number of Book/Adjusted Valuation IdentiDisposal Shares of Carrying Increase/ fication Description Date Name of Purchaser Stock Consideration Par Value Actual Cost Value (Decrease) Bonds - U.S. Governments Bonds - All Other Governments Bonds - U.S. States, Territories and Possessions Bonds - U.S. Political Subdivisions of States, Territories and Possessions Bonds - U.S. Special Revenue and Special Assessment and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political Subdivisions 31377U-JH-7 RMBS - FN 387364 09/25/2014 Direct 5,099 5,099 5,103 5,084 3137EA-CD-9 FREDDIE MAC 07/28/2014 Maturity 3,000,000 3,000,000 3,018,510 3,002,327 31398A-YY-2 FANNIE MAE 09/16/2014 Maturity 5,000,000 5,000,000 4,986,500 4,998,074 31405A-3E-1 RMBS - FN 783897 09/25/2014 Direct 144 144 144 143 31405A-3T-8 RMBS - FN 783910 09/25/2014 Direct 653 653 662 662 31406B-M6-4 RMBS - FN 805081 09/25/2014 Direct 4,177 4,177 4,253 4,209 31409J-M3-1 RMBS - FN 872578 09/25/2014 Direct 2,441 2,441 2,415 2,417 3199999 - Bonds - U.S. Special Revenue and Special Assessment and all Non-Guaranteed Obligations of Agencies and Authorities of Governments and Their Political 8,012,515 8,012,515 8,017,586 8,012,917 Subdivisions Bonds - Industrial and Miscellaneous (Unaffiliated) 07388Y-AB-8 CMBS - BSCMS 2007-PW16 A2 09/12/2014 VARIOUS 1,168 1,168 1,165 1,164 CMO/RMBS - CWHL 2005-18 126694-EK-0 A3 09/25/2014 Direct 29,514 29,514 27,494 27,643 20173Q-AB-7 CMBS - GCCFC 2007-GG9 A2 09/12/2014 Direct 173,495 173,495 174,362 173,222 61751N-AD-4 CMBS - MSC 2007-HQ11 A31 09/12/2014 Direct 77,338 77,338 77,760 77,120 CMO/RMBS - RFMSI 2006-S12 74958E-AG-1 2A6 09/25/2014 Direct 29,552 33,999 30,356 30,625 75970Q-AF-7 RMBS - RAMC 2007-2 AF3 08/25/2014 Direct 1,623 1,623 762 670 CMO/RMBS - RFMSI 2005-S7 76111X-ZW-6 A6 09/25/2014 Direct 59,198 59,198 55,128 55,968 CMO/RMBS - WFMBS 2006-3 94983Q-AL-0 A11 09/25/2014 Direct 26,223 26,223 25,002 25,255 3899999 - Bonds - Industrial and Miscellaneous (Unaffiliated) 398,112 402,558 392,029 391,667 Bonds - Hybrid Securities Bonds - Parent, Subsidiaries, and Affiliates 8,410,627 8,415,073 8,409,616 8,404,583 8399997 - Subtotals - Bonds - Part 4 8,410,627 8,415,073 8,409,616 8,404,583 8399999 - Subtotals - Bonds Preferred Stocks - Industrial and Miscellaneous (Unaffiliated) Preferred Stocks - Parent, Subsidiaries, and Affiliates Common Stocks - Industrial and Miscellaneous (Unaffiliated) Common Stocks - Parent, Subsidiaries, and Affiliates Common Stock - Mutual Funds Common Stocks - Money Market Mutual Funds

9999999 Totals (a) For all common stock bearing the NAIC market indicator "U" provide: the number of such issues

8,410,627

XXX

8,409,616 0.

8,404,583

13

Current Year’s (Amortization)/ Accretion

16

14

17

18

19

20

21

Total Gain (Loss) on Disposal

Bond Interest/Stock Dividends Received During Year

22

15

Current Year’s Other Than Temporary Total Change in Impairment B./A.C.V. Recognized (11+12-13)

Total Foreign Exchange Change in B./A.C.V.

Book/ Adjusted Foreign Carrying Value Exchange Gain Realized Gain at (Loss) on (Loss) on Disposal Date Disposal Disposal

0 0 0 0 0 0 0

15 (2,327) 1,926 1 (9) (32) 24

0 0 0 0 0 0 0

15 (2,327) 1,926 1 (9) (32) 24

0 0 0 0 0 0 0

5,099 3,000,000 5,000,000 144 653 4,177 2,441

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

172 90,000 150,000 5 24 140 90

0

(402)

0

(402)

NAIC Designation Stated or Contractual Market Maturity Indicator Date (a)

05/01/2015 07/28/2014 09/16/2014 12/01/2034 09/01/2034 12/01/2019 05/01/2021

1 1 1 1 1 1 1

0

8,012,515

0

0

0

240,430

XXX

XXX

0

4

0

4

0

1,168

0

0

0

54

06/11/2040

1FM

0 0 0

1,871 274 219

0 0 0

1,871 274 219

0 0 0

29,514 173,495 77,338

0 0 0

0 0 0

0 0 0

1,118 6,999 3,052

10/25/2035 03/10/2039 02/12/2044

6FE 1FM 1FE

0 0

3,374 953

0 0

3,374 953

0 0

33,999 1,623

0 0

1,367 59

12/25/2036 06/25/2037

6FE 6FE

0

3,230

0

3,230

0

59,198

0

2,106

11/25/2035

3AM

0 0

968 10,891

0 0

968 10,891

0 0

26,223 402,558

0 0

0 (4,446)

0 (4,446)

948 15,702

03/25/2036 XXX

1FM XXX

0 0

10,490 10,490

0 0

10,490 10,490

0 0

8,415,073 8,415,073

0 0

(4,446) (4,446)

(4,446) (4,446)

256,133 256,133

XXX XXX

XXX XXX

0

10,490

0

10,490

0

8,415,073

0

(4,446)

(4,446)

256,133

XXX

XXX

(4,446) 0 0

(4,446) 0 0

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

Schedule DB - Part A - Section 1

NONE Schedule DB - Part B - Section 1

NONE Schedule DB - Part D - Section 1

NONE Schedule DB - Part D - Section 2

NONE Schedule DL - Part 1

NONE Schedule DL - Part 2

NONE

E06, E07, E08, E09, E10, E11

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE E - PART 1 - CASH 1

Depository Open Depositories First Bank Lexington, TN Bank of America Nashville, TN 0199998 Deposits in 4 depositories that do not exceed the allowable limit in any one depository (See Instructions) - Open Depositories 0199999 Total Open Depositories

0399999 Total Cash on Deposit 0499999 Cash in Company’s Office 0599999 Total

Month End Depository Balances 2 3 4

Code

Rate of Interest

Amount of Interest Received During Current Quarter

5

Book Balance at End of Each Month During Current Quarter 6 7 8

Amount of Interest Accrued at Current Statement Date

First Month

Second Month

Third Month

9

*

0.000 0.000

0 0

0 0

27,859,543 0

24,560,580 250,000

28,446,900 XXX 249,648 XXX

XXX XXX

XXX XXX

0 0

0 0

167,160 28,026,703

166,952 24,977,532

166,744 XXX 28,863,292 XXX

XXX XXX XXX

XXX XXX XXX

0

28,026,703 0 28,026,703

24,977,532 0 24,977,532

28,863,292 XXX 0 XXX 28,863,292 XXX

0 XXX

XXX 0

E12

0

STATEMENT AS OF SEPTEMBER 30, 2014 OF THE First Acceptance Insurance Company, Inc.

SCHEDULE E - PART 2 - CASH EQUIVALENTS 1

2

Description

Code

3 Date Acquired

Show Investments Owned End of Current Quarter 4 5 Rate of Maturity Interest Date

6 Book/Adjusted Carrying Value

7 Amount of Interest Due & Accrued

8 Amount Received During Year

E13 8699999 Total Cash Equivalents

0

0

0