-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NsR5gxVGrK2ck2j/T2QKD6/YboSzYwQnR+ZcktF6M4akcFrDExNghzCcX/UIam1x FurvcXj0gguzKiaAOhaYTA== 0000950129-05-010640.txt : 20051107 0000950129-05-010640.hdr.sgml : 20051107 20051107161830 ACCESSION NUMBER: 0000950129-05-010640 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051107 DATE AS OF CHANGE: 20051107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWART INFORMATION SERVICES CORP CENTRAL INDEX KEY: 0000094344 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 741677330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02658 FILM NUMBER: 051183558 BUSINESS ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136258100 MAIL ADDRESS: STREET 1: 1980 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 10-Q 1 h29982e10vq.htm STEWART INFORMATION SERVICES CORP.- SEPTEMBER 30, 2005 e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 1-12688
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware   74-1677330
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
1980 Post Oak Blvd., Houston TX 77056
 
(Address of principal executive offices) (Zip Code)
(713) 625-8100
 
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 2, 2005.
             
Common
    17,092,565      
Class B Common
    1,050,012      
 
 

 


FORM 10-Q
QUARTERLY REPORT
Quarter Ended September 30, 2005
TABLE OF CONTENTS
             
Item No.       Page  
 
  Part I — FINANCIAL INFORMATION        
 
           
  Financial Statements     1  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     7  
 
           
  Quantitative and Qualitative Disclosures About Market Risk     13  
 
           
  Controls and Procedures     13  
 
           
 
  Part II — OTHER INFORMATION        
 
           
  Legal Proceedings     14  
 
           
  Other Information     14  
 
           
  Exhibits     14  
 
           
 
  Signature     15  
 Certification of Co-CEO Pursuant to Section 302
 Certification of Co-CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 Certification of Co-CEO Pursuant to Section 906
 Certification of Co-CEO Pursuant to Section 906
 Certification of CFO Pursuant to Section 906
 Details of Investments
As used in this report, “we”, “us”, “our”, the “Company” and “Stewart” mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.

 


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STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2005 AND 2004
                                 
    THREE MONTHS ENDED     NINE MONTHS ENDED  
    SEP 30     SEP 30     SEP 30     SEP 30  
    2005     2004     2005     2004  
            ($000 omitted)          
Revenues
                               
Title insurance:
                               
Direct operations
    287,607       224,814       779,422       648,913  
Agency operations
    320,545       282,988       935,730       841,470  
 
                               
Real estate information services
    22,760       16,001       61,075       51,340  
Investment income
    8,016       5,920       21,473       16,242  
Investment and other gains (losses) — net
    514       (60 )     3,783       2,046  
 
                       
 
    639,442       529,663       1,801,483       1,560,011  
 
                               
Expenses
                               
Amounts retained by agencies
    259,557       229,525       762,781       684,980  
Employee costs
    183,863       149,542       513,353       436,345  
Other operating expenses
    97,963       79,600       270,927       235,328  
Title losses and related claims
    31,434       25,194       83,778       70,281  
Depreciation and amortization
    8,592       7,723       24,642       22,981  
Interest
    883       309       2,278       799  
Minority interests
    5,499       3,707       14,019       9,715  
 
                       
 
    587,791       495,600       1,671,778       1,460,429  
 
                       
 
                               
Earnings before taxes
    51,651       34,063       129,705       99,582  
Income taxes
    19,880       12,925       50,041       37,343  
 
                       
 
                               
Net earnings
    31,771       21,138       79,664       62,239  
 
                       
 
                               
Average number of shares outstanding — basic (000 omitted)
    18,137       18,102       18,130       18,091  
 
                               
Average number of shares outstanding — assuming dilution
(000 omitted)
    18,259       18,195       18,236       18,190  
 
                               
Earnings per share — basic
    1.75       1.17       4.39       3.44  
 
                               
Earnings per share — diluted
    1.74       1.16       4.37       3.42  
 
                       
 
                               
Comprehensive earnings:
                               
Net earnings
    31,771       21,138       79,664       62,239  
Changes in other comprehensive earnings, net of taxes of $(2,207), $3,166, ($2,824) and ($1,343)
    (4,099 )     5,880       (5,244 )     (2,493 )
 
                       
 
                               
Comprehensive earnings
    27,672       27,018       74,420       59,746  
 
                       
See notes to condensed consolidated financial statements.

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STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
                 
    SEP 30     DEC 31  
    2005     2004  
    ($000 omitted)  
Assets
               
Cash and cash equivalents
    131,584       121,383  
Short-term investments
    219,922       181,195  
Investments — statutory reserve funds
    427,920       401,814  
Investments — other
    81,272       68,793  
Receivables
    86,097       80,277  
Property and equipment
    84,912       83,391  
Title plants
    57,130       52,679  
Goodwill
    151,909       124,636  
Intangible assets
    15,527       16,988  
Other assets
    73,110       62,197  
 
           
 
    1,329,383       1,193,353  
 
           
 
               
Liabilities
               
Notes payable
    78,938       49,930  
Accounts payable and accrued liabilities
    111,106       101,544  
Estimated title losses
    324,766       300,749  
Deferred income taxes
    24,643       29,335  
Minority interests
    17,443       14,482  
 
           
 
    556,896       496,040  
 
               
Contingent liabilities and commitments
               
 
               
Stockholders’ equity
               
Common and Class B Common Stock and additional paid-in capital
    144,889       144,135  
Retained earnings
    622,959       543,295  
Accumulated other comprehensive earnings
    8,544       13,788  
Treasury stock — 325,669 Common shares
    (3,905 )     (3,905 )
 
           
Total stockholders’ equity (18,141,893 and 18,120,552 shares outstanding)
    772,487       697,313  
 
           
 
    1,329,383       1,193,353  
 
           
See notes to condensed consolidated financial statements.

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STEWART INFORMATION SERVICES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                 
    NINE MONTHS ENDED  
    SEP 30     SEP 30  
    2005     2004  
    ($000 omitted)  
 
               
Cash provided by operating activities (Note)
    133,272       143,697  
 
               
Investing activities:
               
Purchases of property and equipment and title plants — net
    (24,277 )     (21,186 )
Proceeds from investments matured and sold
    395,636       270,375  
Purchases of investments
    (477,788 )     (347,178 )
Increases in notes receivable
    (2,513 )     (2,117 )
Collections on notes receivable
    1,368       1,878  
Cash paid for equity investee and related intangibles — net
    (1,950 )     (4,141 )
Cash paid for acquisitions of subsidiaries — net (see below)
    (11,341 )     (28,852 )
Proceeds from sale of equity investees
    7,775       350  
 
           
Cash used by investing activities
    (113,090 )     (130,871 )
 
           
 
               
Financing activities:
               
Distributions to minority interests
    (11,660 )     (9,136 )
Proceeds from exercise of stock options
    167       873  
Proceeds from notes payable
    19,481       4,393  
Payments on notes payable
    (17,024 )     (9,367 )
 
           
Cash used by financing activities
    (9,036 )     (13,237 )
 
               
Effect of changes in foreign currency exchange rates
    (945 )     87  
 
           
 
               
Increase (decrease) in cash and cash equivalents
    10,201       (324 )
Cash and cash equivalents at beginning of period
    121,383       114,202  
 
           
Cash and cash equivalents at end of period
    131,584       113,878  
 
           
 
               
Note: Reconciliation of net earnings to the above amounts
               
Net earnings
    79,664       62,239  
Add (deduct):
               
Depreciation and amortization
    24,642       22,981  
Provisions for title losses in excess of payments
    24,002       23,838  
Provisions for uncollectible amounts — net
    822       1,197  
(Increase) decrease in receivables — net
    (3,763 )     14,243  
Increase in payables and accrued liabilities — net
    8,046       7,736  
Minority interest expense
    14,019       9,715  
Net earnings from equity investees
    (5,259 )     (5,469 )
Dividends received from equity investees
    3,247       3,790  
Realized investment and other gains — net
    (3,783 )     (2,046 )
Stock bonuses
    565       1,202  
(Decrease) increase in deferred income taxes
    (1,847 )     3,175  
(Increase) decrease in other assets
    (7,623 )     1,042  
Other — net
    540       54  
 
           
Cash provided by operating activities — see above
    133,272       143,697  
 
           
 
               
Supplemental information:
               
Net assets acquired:
               
Goodwill
    25,787       32,967  
Title plants
    3,116       6,738  
Property and equipment
    1,226       6,066  
Intangible assets
    3,211       4,129  
Other assets
    6,056       1,754  
Liabilities assumed
    (1,621 )     (5,780 )
Debt issued
    (26,434 )     (17,022 )
 
           
Cash paid for acquisitions of subsidiaries — net
    11,341       28,852  
 
           
See notes to condensed consolidated financial statements.

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STEWART INFORMATION SERVICES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Interim financial statements
The financial information contained in this report for the nine-month periods ended September 30, 2005 and 2004, and as of September 30, 2005, is unaudited. In the opinion of the Company’s management, all adjustments necessary for a fair presentation of this information for all unaudited periods, consisting only of normal recurring accruals, have been made. The results of operations for the interim periods are not necessarily indicative of results for a full year. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
Certain amounts in the 2004 condensed consolidated financial statements have been reclassified for comparative purposes. Net earnings, as previously reported, were not affected.
Note 2: Stock option plans
The Company combined its two stock option plans into a single plan in May 2005. The Company applies the intrinsic value method of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for the plans. Accordingly, no stock-based employee compensation cost is reflected in net earnings, as all options granted under the plans had an exercise price equal to the market value of the underlying Common Stock on the date of grant.
Under SFAS No. 123(R), “Share-Based Payment,” compensation cost would be recognized for the fair value of the employees’ purchase rights, which is estimated using the Black-Scholes Model. The Company assumed a dividend yield of 1.1% and 1.0%, an expected life of ten years, an expected volatility of 34.5% and 34.9% and a risk-free interest rate of 5.5% and 4.0% for the nine-month periods ended September 30, 2005 and 2004, respectively.
In April 2005, the Securities and Exchange Commission announced the adoption of a new rule that amends the effective date for SFAS No. 123(R). The Company will adopt SFAS No. 123(R) in the first quarter of 2006. Had compensation cost for the Company’s plans been determined consistent with SFAS No. 123(R), the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:
                                 
    THREE MONTHS ENDED     NINE MONTHS ENDED  
    SEP 30     SEP 30     SEP 30     SEP 30  
    2005     2004     2005     2004  
    ($000 omitted, except per share amounts)  
Net earnings:
                               
 
                               
As reported
    31,771       21,138       79,664       62,239  
Stock-based employee compensation determined under fair value method, net of tax
                (1,186 )     (1,164 )
 
                       
Pro forma
    31,771       21,138       78,478       61,075  
 
                               
Earnings per share:
                               
 
                               
Net earnings — basic
    1.75       1.17       4.39       3.44  
Pro forma — basic
    1.75       1.17       4.33       3.38  
Net earnings — diluted
    1.74       1.16       4.37       3.42  
Pro forma — diluted
    1.74       1.16       4.30       3.36  

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Note 3: Segment information
The Company’s two reportable segments are title and real estate information. Selected financial information related to these segments follows:
                         
            Real estate        
    Title     information     Total  
            ($000 omitted)          
Revenues:
                       
 
                       
Three months ended
                       
September 30, 2005
    616,682       22,760       639,442  
September 30, 2004
    513,662       16,001       529,663  
 
                       
Nine months ended
                       
September 30, 2005
    1,740,408       61,075       1,801,483  
September 30, 2004
    1,508,671       51,340       1,560,011  
 
                       
Pretax earnings:
                       
 
                       
Three months ended
                       
September 30, 2005
    46,579       5,072       51,651  
September 30, 2004
    34,093       (30 )     34,063  
 
                       
Nine months ended
                       
September 30, 2005
    120,652       9,053       129,705  
September 30, 2004
    98,504       1,078       99,582  
 
                       
Identifiable assets:
                       
 
                       
September 30, 2005
    1,267,816       61,567       1,329,383  
December 31, 2004
    1,151,563       41,790       1,193,353  
Intersegment revenues are insignificant and have been eliminated from the above amounts.
Note 4: Earnings per share
The Company’s basic earnings per share was calculated by dividing net earnings by the weighted average number of shares of Common Stock and Class B Common Stock outstanding during the reporting period.
To calculate diluted earnings per share, the number of shares determined above was increased by assuming the issuance of all dilutive shares during the same reporting period. The treasury stock method was used to calculate the additional number of shares. The only potentially dilutive effect on earnings per share relates to the Company’s stock option plans.
In calculating the effect of the options and determining diluted earnings per share, the average number of shares used in calculating basic earnings per share was increased by 122,000 and 93,000 for the three-month periods ended September 30, 2005 and 2004, respectively, and 106,000 and 99,000 for the nine-month periods ended September 30, 2005 and 2004, respectively.
Stock option grants for the three-month and nine-month periods ended September 30, 2005 to purchase 66,500 and 125,205 shares, respectively, were excluded from the computation of diluted earnings per share as these options were considered anti-dilutive. Stock option grants for the three-month and nine-month periods ended September 30, 2004 to purchase 58,734 and 66,500 shares, respectively, were excluded from the computation of diluted earnings per share as these options were considered anti-dilutive.

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Note 5: Equity investees
Unconsolidated investees, in which the Company owns 20% through 50% of the equity and where the Company exercises significant influence, are accounted for by the equity method. The amount of earnings from equity investees was $2.2 million and $1.9 million for the quarters ended September 30, 2005 and 2004, respectively, and $5.3 million and $5.5 million for the nine-month periods ended September 30, 2005 and 2004, respectively. These amounts are included in “title insurance — direct operations” in the condensed consolidated statements of earnings and comprehensive earnings.
Note 6: Contingent liabilities and commitments
On September 30, 2005, the Company was contingently liable for guarantees of indebtedness owed primarily to banks and others by certain third parties. The guarantees relate primarily to business expansion and generally expire no later than 2019. The maximum potential future payments on the guarantees amounted to $8,327,000. Management believes that the related underlying assets and the collateral available, primarily title plants and corporate stock, would enable the Company to recover any amounts paid under the guarantees. The Company believes no provision for losses is needed because no loss is expected on these guarantees. The Company’s accrued liability related to the non-contingent value of third-party guarantees was $377,000 at September 30, 2005.
In the ordinary course of business, the Company guarantees the third-party indebtedness of its consolidated subsidiaries. At September 30, 2005, the maximum potential future payments on the guarantees is not more than the notes payable recorded in the condensed consolidated balance sheets. The Company also has unused letters of credit amounting to $2,798,000 related primarily to workers’ compensation insurance policies.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Overview. We reported net earnings of $31.8 million for the three months ended September 30, 2005, compared with net earnings of $21.1 million for the same period of 2004. On a diluted per share basis, net earnings were $1.74 for the third quarter of 2005, compared with net earnings of $1.16 for the third quarter of 2004. Revenues for the third quarter increased 20.7% to $639.4 million from $529.7 million for the same period last year.
Revenues increased in the third quarter of 2005 over the same period in 2004 due to continuing favorable long-term interest rates, which positively impacted residential and commercial closings. However, long-term interest rates for the month of September 2005 were slightly higher than in September 2004. Rates rose slightly in October 2005. Acquisitions also contributed to the increase in revenues. Our pretax profit margin increased in the third quarter of 2005 compared to the same quarter a year ago. The increase was primarily due to a higher mix of revenues from direct operations compared to lower margin agency business. This was offset somewhat by ongoing technology costs, which we continue to believe will provide for the potential growth in future profits, productivity and market share.
Critical Accounting Estimates. Actual results can differ from the estimates we report. However, we believe there is no material risk of a change in our accounting estimates that is likely to have a material impact on our reported financial condition or operating performance for the nine-month periods ended September 30, 2005 and 2004.
Title loss reserves
Our most critical accounting estimate is providing for title loss reserves. Our liability for estimated title losses comprises both known claims and claims expected to be reported in the future. The amount of the reserve represents the aggregate future payments, net of recoveries, that we expect to incur on policy and escrow losses and in costs to settle claims.
We base our estimates on reported claims, historical loss experience, title industry averages and the current legal and economic environment. In making estimates, we use moving-average ratios of recent actual policy loss payment experience, net of recoveries, to premium revenues. Provisions for title losses, as a percentage of title operating revenues, were 4.9% and 4.7% for the first nine months of 2005 and 2004, respectively. A change of 0.1% in this percentage would have changed the provision for title losses and pretax earnings by approximately $1.7 million for the nine months ended September 30, 2005.
Estimating future loss payments is difficult and our assumptions are subject to the risk of change. Claims, by their very nature, are complex and involve uncertainties as to the dollar amount and timing of individual payments. Claims are often paid up to 20 years or more after a policy is issued.
We have consistently followed the same basic method of estimating loss payments for more than ten years. Third-party consulting actuaries review our title loss reserves annually and have historically found our reserves to be adequate at each year end for more than nine years.
Goodwill and other long-lived assets
Based on events that may indicate impairment of title plants and other long-lived assets, and our annual June 30th evaluation of goodwill, we estimate and expense any loss in value to our current operations. The process of determining impairment relies on projections of future cash flows, operating results and market conditions. Uncertainties exist in these projections and bear the risk of change related to factors such as interest rates and overall real estate markets. Actual market conditions and operating results may vary materially from our projections. There were no impairment write-offs of goodwill during the nine-month periods ended September 30, 2005 and 2004. We use third-party appraisers to assist us in determining the fair value of our reporting units and assessing whether an impairment of goodwill exists.

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Policy-issuing agency revenues
We recognize revenues on title insurance policies written by independent title agencies (agencies) when the policies are reported to us. In addition, because of the time lag between the closing of an insured real estate transaction and the time the policy is reported to us, we also accrue for unreported policies (policies issued prior to period end but not reported to the underwriter until after period end) where reasonable estimates can be made. We believe that reasonable estimates can be made when recent and consistent policy issuance and cash remittance information is available. Our estimates are based on historical reporting patterns and other information about our agencies. We also use current trends in our direct operations and in the title industry. In this accrual, we are not estimating future transactions. We are estimating policies that have already been issued but not yet received by us. We have consistently followed the same basic method of estimating unreported policies for more than ten years.
Operations and Revenue Factors. Our business has two main segments: title and real estate information (REI). These segments are closely related due to the nature of their operations and common customers.
Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial properties and other real property located in all 50 states, the District of Columbia and a number of international markets through more than 8,000 policy-issuing offices and agencies. We also provide post-closing lender services, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, flood certificates, document preparation, background checks and expertise in tax-deferred exchanges. Our current levels of non-USA operations are immaterial with respect to our consolidated financial results.
The principal factors that contribute to increases in our operating revenues for our title and REI segments include:
  declining mortgage interest rates, which usually increase home sales and refinancing transactions;
  rising home prices;
  higher premium rates;
  increased number of households;
  increased market share;
  opening of new offices and acquisitions; and
  increase in commercial transactions that typically yield higher premiums.
These factors may override the seasonal nature of the title business. Generally, the third quarter is the most active in terms of real estate sales and the first quarter is the least active. In addition, when interest rates decline, the number of refinancing transactions and associated revenues generally increase.
Our employee costs and certain other operating costs are sensitive to inflation. To the extent inflation causes increases in the prices of homes and other real estate, premium revenues are also increased. Premiums are determined in part by the insured values of the transactions we handle.
RESULTS OF OPERATIONS
Factors contributing to fluctuations in results of operations are presented in their order of monetary significance. We have quantified, where appropriate, significant changes.
NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2004
Operating environment. According to published industry data, interest rates for 30-year fixed-rate mortgages, excluding points, for the first nine months of 2005 averaged 5.8% as compared with 5.9% for the same period in 2004. Mortgage interest rates decreased steadily in the third quarter of 2004 and remained relatively stable through February 2005. Following a slight increase in March 2005, rates again declined throughout the second quarter of 2005. Rates rose approximately 40 basis points in the third quarter of 2005, and the rate was 5.9% at the end of September 2005 compared with 5.7% at the end of September 2004.

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Real estate activity was stronger in the first nine months of 2005 as compared with the first nine months of 2004. According to published data, existing home sales increased 6.4% in the first nine months of 2005 compared with the same period in 2004. The average of the median monthly prices of existing home sales for the first nine months of 2005 was $206,089, an increase of 13.2% compared with the first nine months of 2004. Refinancing transactions declined nationwide in the first nine months of 2005. The ratio of refinancing transactions to total loan applications was 47.3% for the first nine months of 2005, compared with 53.0% for the same period in 2004. Refinancing transactions generally have lower title insurance premium rates than sales transactions.
Our order counts for the first nine months of 2005 were 7.1% higher than the same period in 2004. Our order levels for the month of September 2005 were 12.2% higher than the month of September 2004.
Title revenues. Our revenues from direct operations increased $130.5 million or 20.1% to $779.4 million in the first nine months of 2005 as compared with the first nine months of 2004. Acquisitions since September 2004 added revenues of $48.9 million in the first nine months of 2005. The total number of direct closings we handled increased 6.8% in the first nine months of 2005 compared with the same period in 2004. The average revenue per closing increased 12.7% in the first nine months of 2005 compared with the first nine months of 2004 due to an increase in home prices, an increase in commercial transactions and a lower ratio of refinancing transactions closed by our direct operations. The largest revenue increases were in Texas, California, Florida, Arizona and Utah.
Revenues from agencies increased $94.3 million or 11.2% to $935.7 million in the first nine months of 2005 from $841.5 million in the first nine months of 2004. An increased number of agencies and an active real estate environment contributed to the increase in 2005. The increase was offset somewhat by our acquisition of certain previously independent agencies. The largest increases in revenues from agencies in 2005 were primarily in Florida, Pennsylvania, Maryland, Virginia, Michigan and Georgia.
The Texas Department of Insurance reduced title insurance premium rates by 6.5% effective July 1, 2004. Our revenues and net earnings were reduced by approximately $13.2 million and an estimated $3.7 million, respectively, for the nine months ended September 30, 2005 and by approximately $4.2 million and an estimated $1.2 million, respectively, for the nine months ended September 30, 2004 as a result of this rate decrease.
REI revenues. Real estate information revenues were $61.1 million in the first nine months of 2005 and $51.3 million in the first nine months of 2004. The increase in revenues is primarily attributable to an increase in revenues related to Section 1031 tax deferred exchanges for the nine months ended September 30, 2005 compared with the same period in 2004. This increase was offset in part by decreases in certain origination services, such as electronic mortgage document preparation.
Investments. Investment income increased 32.2% to $21.5 million in the first nine months of 2005 compared with the first nine months of 2004 due to increases in average balances invested as well as higher yields. Investment and other gains included a pretax gain of $1.9 million realized in 2005 from the sale of our ownership interest in an equity investee. Certain investment gains and losses were realized as part of the ongoing management of the investment portfolio for the purpose of improving performance.
Retention by agencies. The amounts retained by agencies, as a percentage of revenues generated by them, were 81.5% and 81.4% in the first nine months of 2005 and 2004, respectively. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. The percentage that amounts retained by agencies bears to agency revenues may vary from period to period because of the geographical mix of agency operations and the volume of title revenues.
Employee costs. Employee costs for the combined business segments increased $77.0 million or 17.6% in the first nine months of 2005. We had approximately 9,900 and 8,700 employees at September 30, 2005 and 2004, respectively. Of the increase in staff, approximately 800 employees and $25.0 million in employee costs resulted from acquisitions. Certain acquisitions made in higher-cost markets, along with the continued development of technology-driven products and new services, contributed to the increase in employee costs and the ratio of employee costs to revenues. In our REI segment, employee costs increased 8.8% due primarily to an increase in the Section 1031 tax deferred exchange business.

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Other operating expenses. Other operating expenses for the combined business segments increased $35.6 million or 15.1% in the first nine months of 2005. The increase was primarily from acquisitions and rent, which contributed approximately $12.6 million and $5.0 million, respectively, of the increase. Other significant increases were in certain REI expenses, business promotion and premium taxes. Other operating expenses also included search fees, telephone, supplies, title plant expenses, litigation costs and technology costs. Most of these operating expenses follow, to varying degrees, the changes in transaction volume and revenues.
Title losses. Provisions for title losses, as a percentage of title operating revenues, were 4.9% in the first nine months of 2005 compared with 4.7% in the first nine months of 2004.
Minority interests. Minority interests for the combined business segments increased $4.3 million or 44.3% in the first nine months of 2005 compared with the first nine months of 2004. The increase resulted from acquisitions and improved profitability of one of our largest subsidiaries.
Income taxes. The provisions for federal, state and foreign income taxes represented effective tax rates of 38.6% and 37.5% in the first nine months of 2005 and 2004, respectively. The annual effective tax rate for 2004 was 38.1%.
THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 2004
Operating environment. According to published industry data, interest rates for 30-year fixed-rate mortgages, excluding points, for the three months ended September 30, 2005 averaged 5.8% as compared with 5.9% for the corresponding period in 2004. The rate was 5.5% at the end of June 2005. Mortgage rates increased steadily through mid-August before beginning a decline through early September. Rates increased steadily during late September 2005. They averaged 5.7%, 5.8% and 5.8%, respectively, in July, August and September of 2005. At the end of September 2005 the rate was 5.9%. The rate was 5.7% at the end of September 2004.
Real estate activity was stronger in the third quarter of 2005 as compared with the third quarter of 2004. According to published data, existing home sales increased 6.5% in the third quarter of 2005 as compared with the third quarter of 2004. The average of the median monthly prices of existing homes for the three months ended September 30, 2005 was $216,667, an increase of 14.4% compared with the same period in 2004. Refinancing transactions increased slightly in the third quarter of 2005 as compared with the third quarter of 2004. The ratio of refinancing transactions to total loan applications was 46.8% for the three months ended September 30, 2005, compared with 43.2% for the same period in 2004. Refinancing transactions generally have lower title insurance premium rates than sales transactions.
Our orders for the third quarter of 2005 increased 16.2% as compared with the third quarter of 2004. Order levels for the month of September 2005 were 12.2% higher than for the month of September 2004.
Title revenues. Our revenues from direct operations increased $62.8 million or 27.9% in the third quarter of 2005 as compared with the third quarter of 2004. Acquisitions since the third quarter of 2004 added revenues of approximately $17.3 million in the third quarter of 2005. The total number of direct closings we handled increased 18.9% in the three months ended September 30, 2005 compared with the same period in 2004. The average revenue per closing increased 6.8% in the third quarter of 2005 compared with the third quarter of 2004 due to an increase in home prices, an increase in commercial transactions and a lower ratio of refinancing transactions closed by our direct operations. The largest revenue increases were in Texas, California and Florida.
Revenues from agencies increased $37.6 million or 13.3% in the third quarter of 2005 as compared with the third quarter of 2004. An increased number of agencies and an active real estate environment contributed to the increase in 2005. The largest increases in revenues from agencies in 2005 were primarily in Florida, California, Virginia and Georgia, offset somewhat by a decrease in Texas.
The Texas Department of Insurance reduced title insurance premium rates by 6.5% effective July 1, 2004. Our revenues and net earnings were reduced by approximately $4.5 million and an estimated $1.2 million, respectively, for the three months ended September 30, 2005 and by approximately $4.2 million and an estimated $1.2 million, respectively, for the three months ended September 30, 2004.

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REI revenues. Real estate information revenues were $22.8 million in the third quarter of 2005 and $16.0 million in the third quarter of 2004. The increase was due primarily to an increase in revenues related to Section 1031 tax deferred exchanges.
Investments. Investment income increased 35.4% to $8.0 million in the third quarter of 2005 compared with the third quarter of 2004 due to increases in average balances invested as well as higher yields. Certain investment gains and losses were realized as part of the ongoing management of the investment portfolio for the purpose of improving performance.
Retention by agencies. The amounts retained by agencies, as a percentage of revenues generated by them, were 81.0% and 81.1% in the third quarters of 2005 and 2004, respectively. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. The percentage that amounts retained by agencies bears to agency revenues may vary from period to period because of the geographical mix of agency operations and the volume of title revenues.
Employee costs. Employee costs for the combined business segments increased $34.3 million or 23.0% in the third quarter of 2005 compared with the third quarter of 2004. We had approximately 9,900 and 8,700 employees at September 30, 2005 and 2004, respectively. Of the increase in staff, approximately 800 employees and approximately $9.0 million in employee costs resulted from acquisitions. Continued development of technology-driven products and new services also contributed to the increase in employee costs. In our REI segment, employee costs increased 14.4% due primarily to an increase in the Section 1031 tax deferred exchange business.
Other operating expenses. Other operating expenses for the combined business segments increased $18.4 million or 23.1% in the third quarter of 2005 compared with the third quarter of 2004. Acquisitions contributed approximately $5.0 million of the increase. The most significant increases were in technology costs, litigation costs, certain REI expenses, rent and business promotion. Other operating expenses also included search fees, premium taxes, supplies, telephone and title plant expenses. Most of these operating expenses follow, to varying degrees, the changes in transaction volume and revenues.
Title losses. Provisions for title losses, as a percentage of title operating revenues, were 5.2% in the third quarter of 2005, compared with 5.0% in the third quarter of 2004. An increase in the frequency of larger losses resulted in an increase in our loss ratio in 2005.
Minority interests. Minority interests for the combined business segments increased $1.8 million or 48.3% in the third quarter of 2005 compared with the third quarter of 2004. The increase resulted primarily from improved profitability of one of our largest subsidiaries.
Income taxes. The provisions for federal, state and foreign income taxes represented effective tax rates of 38.5% and 37.9% in the third quarters of 2005 and 2004, respectively. The annual effective tax rate for 2004 was 38.1%.
Liquidity and capital resources. Cash provided by operations was $133.3 million and $143.7 million for the first nine months of 2005 and 2004, respectively. Cash flow from operations has been the primary source of financing for additions to property and equipment, expanding operations, dividends to stockholders and other requirements. This source is supplemented by bank borrowings.
The most significant non-operating sources of cash were from proceeds of investments matured and sold in the amount of $395.6 million and $270.4 million in the first nine months of 2005 and 2004, respectively. We used cash for the purchases of investments in the amounts of $477.8 million and $347.2 million in the first nine months of 2005 and 2004, respectively.
A substantial majority of consolidated cash and investments was held by Stewart Title Guaranty Company (Guaranty) and its subsidiaries. Cash transfers between Guaranty and its subsidiaries and the Company are subject to certain legal restrictions. See Notes 2 and 3 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2004.

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Our liquidity, excluding Guaranty and its subsidiaries, is comprised of cash and investments aggregating $36.0 million and short-term liabilities of $2.5 million at September 30, 2005. We know of no commitments or uncertainties that are likely to materially affect our ability to fund cash needs.
Our loss reserves are fully funded, segregated and invested in high-quality securities and short-term investments. This is required by the insurance regulators of the states in which our underwriters are domiciled. At September 30, 2005, these investments aggregated $430.1 million and our estimated title loss reserves were $324.8 million.
Effective September 1, 2005 and retroactive to the start of the year, the Texas Legislature reduced statutory reserve requirements for our major title insurer. The change does not directly impact amounts reported for our earnings or loss reserves under generally accepted accounting principles in the United States. However, the change released a portion of low-yielding statutory reserve investments in the amount of approximately $25.2 million, or approximately $18.3 million, after tax, making this portion of our cash flow available for other uses.
Historically, our operating cash flow has been sufficient to pay all title policy losses incurred. With our annual cash flow from operations combined with securities maturing in less than one year, we do not expect foreseeable title loss payments to create a liquidity problem for us. Beyond providing funds for losses, we manage the maturities of our investment portfolio to provide safety of capital, improve earnings and mitigate interest rate risks.
Acquisitions during the first nine months of 2005 and 2004 resulted in additions to goodwill, excluding reallocations, of $26.6 million and $33.0 million, respectively.
We consider our capital resources to be adequate, as our capital resources are represented by a low debt-to-equity ratio. Notes payable were $78.9 million and stockholders’ equity was $772.5 million at September 30, 2005. We are not aware of any trends, either favorable or unfavorable, that would materially affect notes payable or stockholders’ equity. We do not expect any material changes in the cost of such resources. Significant acquisitions in the future could materially affect the notes payable or stockholders’ equity balances.
Off-balance sheet arrangements. We do not have any material source of liquidity or financing that involves off-balance sheet arrangements.
Forward-looking statements. All statements included in this report, other than statements of historical facts, addressing activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties including, among other things, changes in mortgage interest rates, employment levels, actions of competitors, changes in real estate markets, general economic conditions, legislation (primarily legislation relating to title insurance) and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our investment strategies, types of financial instruments held or the risks associated with such instruments which would materially alter the market risk disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2004.
Item 4. Controls and Procedures
Our principal executive officers and our principal financial officer, based upon their evaluation of our disclosure controls and procedures conducted as of September 30, 2005, have concluded that those disclosure controls and procedures are effective.
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As a result, no corrective actions were required or undertaken.

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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to routine lawsuits incidental to our business, most of which involve disputed policy claims. In many of these suits, the plaintiffs seek exemplary or treble damages in excess of policy limits based on the alleged malfeasance of an issuing agent. We do not expect that any of these proceedings will have a material adverse effect on our consolidated financial condition. Additionally, we have received various inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance and we do not anticipate they will materially affect the consolidated financial condition of the Company. We, along with the other major title insurance companies, are party to a number of class actions concerning the title insurance industry. We believe that we have adequate reserves for these contingencies and that the likely resolution of these matters will not materially affect the consolidated financial condition of the Company.
Item 5. Other Information
We paid regular quarterly cash dividends on our Common Stock from 1972 through 1999. During 1999, our Board of Directors approved a plan to repurchase up to 5% (680,000 shares) of our outstanding Common Stock. The Board also determined that our regular quarterly dividend should be discontinued in favor of returning those and additional funds to stockholders through the stock repurchase plan. Under this plan, we repurchased 116,900 shares of Common Stock during 2000 and none in 2001 through September 30, 2005. An additional 208,769 shares of treasury stock were acquired primarily in the second quarter of 2002. The majority of these shares were acquired as a result of the consolidation of a majority-owned subsidiary that was previously held as an equity investee. All of these shares were held by us as treasury shares at September 30, 2005.
No cash dividends were paid from 2000 until December 2003. In response to favorable tax law changes, the Board of Directors declared and paid annual cash dividends of $0.46 per share in December 2004 and in December 2003 to Common stockholders. Our Certificate of Incorporation provides that no cash dividends may be paid on the Class B Common Stock.
We had a book value per share of $42.58 and $38.48 at September 30, 2005 and December 31, 2004, respectively. At September 30, 2005, this measure was based on approximately $772.5 million in stockholders’ equity and 18.1 million shares outstanding. At December 31, 2004, this measure was based on approximately $697.3 million in stockholders’ equity and 18.1 million shares outstanding.
Item 6. Exhibits
Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Index to Exhibits immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.

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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
             
November 7, 2005
 
Date
           
 
           
 
      Stewart Information Services Corporation    
 
           
 
      Registrant    
 
           
 
  By:   /s/ Max Crisp    
 
           
 
      Max Crisp, Executive Vice President and Chief Financial    
 
      Officer, Secretary-Treasurer, Director and    
 
      Principal Financial Officer    

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INDEX TO EXHIBITS
Exhibit
                 
 
    3.1     -   Certificate of Incorporation of the Registrant, as amended March 19, 2001 (incorporated by reference in this report from Exhibit 3.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2000)
 
               
 
    3.2     -   By-Laws of the Registrant, as amended March 13, 2000 (incorporated by reference in this report from Exhibit 3.2 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2000)
 
               
 
    4.1     -   Rights of Common and Class B Common Stockholders (incorporated by reference in this report from Exhibit 4.1 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004)
 
               
*
    31.1     -   Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
               
*
    31.2     -   Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
               
*
    31.3     -   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
               
*
    32.1     -   Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
               
*
    32.2     -   Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
               
*
    32.3     -   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
               
*
    99.1     -   Details of Investments at September 30, 2005 and December 31, 2004
____________
* Filed herewith

 

EX-31.1 2 h29982exv31w1.htm CERTIFICATION OF CO-CEO PURSUANT TO SECTION 302 exv31w1
 

Exhibit 31.1
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Malcolm S. Morris, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stewart Information Services Corporation (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:
(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 4, 2005
         
         
     
  /s/              Malcolm S. Morris    
    Title: Co-Chief Executive Officer and   
    Chairman of the Board of Directors   

 

EX-31.2 3 h29982exv31w2.htm CERTIFICATION OF CO-CEO PURSUANT TO SECTION 302 exv31w2
 

         
Exhibit 31.2
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Stewart Morris, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stewart Information Services Corporation (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:
(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 4, 2005
         
     
  /s/              Stewart Morris, Jr.    
    Title: Co-Chief Executive Officer,   
    President and Director   

 

EX-31.3 4 h29982exv31w3.htm CERTIFICATION OF CFO PURSUANT TO SECTION 302 exv31w3
 

         
Exhibit 31.3
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Max Crisp, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stewart Information Services Corporation (registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f))for the registrant and have:
(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 4, 2005
         
     
  /s/              Max Crisp    
    Title: Executive Vice President and   
    Chief Financial Officer, Secretary-Treasurer, Director and Principal Financial Officer   

 

EX-32.1 5 h29982exv32w1.htm CERTIFICATION OF CO-CEO PURSUANT TO SECTION 906 exv32w1
 

         
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Stewart Information Services Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Malcolm S. Morris, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 4, 2005
     
          /s/ Malcolm S. Morris                     

Name: Malcolm S. Morris
Title: Co-Chief Executive Officer
and Chairman of the Board of Directors
A signed original of this written statement required by Section 906 has been provided to Stewart Information Services Corporation and will be retained by Stewart Information Services Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.2 6 h29982exv32w2.htm CERTIFICATION OF CO-CEO PURSUANT TO SECTION 906 exv32w2
 

Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Stewart Information Services Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Morris, Jr., Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 4, 2005
       
/s/           Stewart Morris, Jr.          

Name: Stewart Morris, Jr.
Title: Co-Chief Executive Officer,
President and Director
A signed original of this written statement required by Section 906 has been provided to Stewart
Information Services Corporation and will be retained by Stewart Information Services Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-32.3 7 h29982exv32w3.htm CERTIFICATION OF CFO PURSUANT TO SECTION 906 exv32w3
 

Exhibit 32.3
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Stewart Information Services Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Max Crisp, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 4, 2005
         
/s/           Max Crisp                              

Name: Max Crisp
Title: Executive Vice President and
Chief Financial Officer, Secretary-
Treasurer, Director and Principal
Financial Officer
A signed original of this written statement required by Section 906 has been provided to Stewart Information Services Corporation and will be retained by Stewart Information Services Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

EX-99.1 8 h29982exv99w1.htm DETAILS OF INVESTMENTS exv99w1
 

Exhibit 99.1
STEWART INFORMATION SERVICES CORPORATION
DETAILS OF INVESTMENTS
SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
                 
    SEP 30     DEC 31  
    2005     2004  
    ($000 omitted)  
 
               
Investments, at market, partially restricted:
               
Short-term investments
    219,922       181,195  
Municipal bonds
    203,916       196,884  
Corporate bonds
    155,835       151,344  
Foreign
    87,470       69,978  
U.S. Treasury and agency obligations
    34,925       28,905  
Equity securities
    26,762       23,201  
Mortgage-backed securities
    284       295  
 
           
 
               
TOTAL INVESTMENTS
    729,114       651,802  
 
           
 
               
NOTE: The above totals are the sum of three separate line item amounts on the condensed consolidated balance sheets contained herein as:
                 
    SEP 30     DEC 31  
    2005     2004  
    ($000 omitted)  
 
               
Short-term investments
    219,922       181,195  
Investments — statutory reserve funds
    427,920       401,814  
Investments — other
    81,272       68,793  
 
           
 
               
 
    729,114       651,802  
 
           

 

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