UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
(Mark One)
|
||
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
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 001-02658
STEWART INFORMATION SERVICES CORPORATION
Delaware
(State or other jurisdiction of incorporation or organization) |
74-1677330
(I.R.S. Employer Identification No.) |
|
1980 Post Oak Blvd., Houston, Texas
(Address of principal executive offices) |
77056
(Zip Code) |
Registrants telephone number, including area code: (713) 625-8100
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o
The aggregate market value of the Common Stock (based upon the closing sales price of the Common Stock of Stewart Information Services Corporation, as reported by the NYSE on June 30, 2004) held by non-affiliates of the Registrant was approximately $575,854,145.
As of March 7, 2005, 17,076,651 shares of Common Stock, $1 par value, and 1,050,012 shares of Class B Common Stock, $1 par value, were outstanding.
Documents Incorporated by Reference
Portions of the definitive proxy statement (the Proxy Statement), relating to the annual meeting of the registrants stockholders to be held April 29, 2005, are incorporated by reference in Parts III and IV of this document.
FORM 10-K
ANNUAL REPORT
Year Ended December 31, 2004
TABLE OF CONTENTS
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.
As used in this report, we, us, Stewart and our mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.
P A R T I
Item 1. Business
We are a Delaware corporation formed in 1970. We and our predecessors have been engaged in the title business since 1893.
Stewart is a technology driven, strategically competitive, real estate information and transaction management company providing title insurance and related information services through more than 7,800 policy-issuing offices and agencies in the United States and several international markets. Stewart delivers via e-commerce the services required for settlement by the real estate and mortgage industries including title reports, flood certificates, credit reports, appraisals and automated valuation models, document preparation, property information reports and background checks. Stewart also provides post-closing lender services, automated county clerk land records, property ownership mapping, geographic information systems for governmental entities and expertise in tax-deferred exchanges.
Our two segments of business are title and real estate information (REI). The segments significantly influence business to each other because of the nature of their operations and their common customers. The segments provide services through a network of offices, including both direct operations and agencies, throughout the United States. The operations in the several international markets in which we do business are immaterial to consolidated results.
The financial information related to these segments is discussed in Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations.
Title
The title segment includes the functions of searching, examining, closing and insuring the condition of the title to real property.
Examination and closing . The purpose of a title examination is to ascertain the ownership of the property being transferred, debts that are owed on it and the scope of the title policy coverage. This involves searching for and examining documents such as deeds, mortgages, wills, divorce decrees, court judgments, liens, paving assessments and tax records.
At the closing or settlement, the seller executes and delivers a deed to the new owner. The buyer typically signs new mortgage documents. Closing funds are then disbursed to the seller, the prior mortgage company, real estate brokers, the title company and others. The documents are then recorded in the public records. A title policy is generally issued to both the lender and the new owner.
Title policies . Lenders in the United States generally require title insurance as a condition to making a loan on real estate, including securitized lending. This is to assure lenders of the priority of their lien position. The purchasers of the property want insurance against claims that may arise against the ownership of the property. The face amount of the policy is normally the purchase price or the amount of the related loan.
Title insurance is substantially different from other types of insurance. Fire, auto, health and life insurance protect against future losses and events. In contrast, title insurance seeks to eliminate most risks through the examination and settlement process.
Investments . Our title insurers maintain investments in accordance with certain statutory requirements for the funding of statutory premium reserves and state deposits. We have established policies and procedures to minimize our exposure to changes in the fair values of our investments. These policies include retaining an investment advisory firm, an emphasis upon credit quality, management of portfolio duration, maintaining or increasing investment income through high coupon rates, and actively managing profile and security mix based upon market conditions. All of our investments are classified as available-for-sale.
Losses . Losses on policies primarily occur because of a title defect not discovered during the examination and settlement process. Other reasons for losses include forgeries, misrepresentations, unrecorded construction liens, the failure to pay off existing liens, mishandling of settlement funds, issuance by agencies of unauthorized coverages and other legal issues.
Some claimants seek damages in excess of policy limits. Those claims are based on various legal theories usually alleging misrepresentation by an agency. Although we vigorously defend against spurious claims, we have from time to time incurred a loss in excess of policy limits.
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Experience shows that most claims against policies and claim payments are made in the first six years after the policy has been issued, although claims may be made many years later. By their nature, claims are often complex, vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims. Estimating future title loss payments is difficult because of the complex nature of title claims, the length of time over which claims are paid, the significantly varying dollar amounts of individual claims and other factors.
Our liability for estimated title losses comprises both known claims and other losses expected to be reported in the future. The amount of our loss 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. Provisions are charged to income in the same year the related premium revenues are recognized. The amounts provided are based on reported claims, historical loss experience, title industry averages, current legal environment and types of policies written.
Amounts shown as our estimated liability for future loss payments are continually reviewed by us for reasonableness and adjusted as appropriate. Independent actuaries also reviewed the adequacy of the liability amounts on an annual basis and found our reserves adequate at each year end. In accordance with industry practice, the amounts have not been discounted to their present values.
Factors affecting revenues . Title revenues are closely related to the level of activity in the real estate markets we serve and the prices at which real estate sales are made. Real estate sales are directly affected by the availability and cost of money to finance purchases. Other factors include demand by buyers, consumer confidence and family incomes. 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.
Selected information for the national real estate industry follows (2004 amounts are preliminary):
2004
2003
2002
1.18
1.09
.97
6.68
6.10
5.57
181.2
169.2
157.7
Customers . The primary sources of title business are attorneys, builders, developers, lenders and real estate brokers. No one customer was responsible for as much as ten percent of our title operating revenues in any of the last three years. Titles insured include residential and commercial properties, undeveloped acreage, farms, ranches and water rights.
Service, location, financial strength, size and related factors affect customer acceptance. Increasing market share is accomplished primarily by providing superior service. The parties to a closing are concerned with personal schedules and the interest and other costs associated with any delays in the settlement. The rates charged to customers are regulated, to varying degrees, by different states.
Financial strength and stability of the title underwriter are important factors in maintaining and increasing our agency network. Among the nations top four title insurers, we earned one of the highest ratings awarded by the title industrys leading rating companies. Our principal underwriter, Stewart Title Guaranty Company (Guaranty) is currently rated A by Demotech, Inc., A+ by Fitch, A+ by Lace Financial, A2 by Moodys and A- by Standard & Poors.
Market share . Title insurance statistics are compiled quarterly by the title industrys national association. Based on unconsolidated statutory net premiums written through September 30, 2004, Guaranty is one of the leading title insurers in America.
Our principal competitors include Fidelity National Financial, Inc., The First American Corporation and LandAmerica Financial Group, Inc. Like most title insurers, we also compete with abstractors, attorneys who issue title opinions and attorney-owned title insurance bar funds. We also compete with issuers of alternative title insurance products, which typically provide more limited coverage and less service for a smaller premium. A number of homebuilders, financial institutions, real estate brokers and others own or control title insurance agencies, some of which issue policies underwritten by Guaranty. This controlled business also provides competition for our agencies.
-2-
\
Title revenues by state
. The approximate amounts and percentages of consolidated
title operating revenues for the last three years were:
Amounts ($ millions)
Percentages
2004
2003
2002
2004
2003
2002
353
414
305
17
19
18
269
264
234
13
12
14
175
159
119
8
7
7
154
147
109
7
7
6
1,137
1,154
916
55
55
55
2,088
2,138
1,683
100
100
100
Offices . At December 31, 2004, we had 7,854 policy-issuing offices and agencies, compared with 7,211 a year earlier and 6,466 two years earlier. Of these totals 7,213, 6,669 and 5,979 were independent agencies at December 31, 2004, 2003 and 2002, respectively.
Regulations . Title insurance companies are subject to comprehensive state regulations covering premium rates, agency licensing, policy forms, trade practices, reserve requirements, investments and the flow of funds between an insurer and its parent or its subsidiaries and any similar related party transactions. Kickbacks and similar practices are prohibited by various state and federal laws.
Real Estate Information
The real estate information segment primarily provides electronic delivery of data, products and services related to real estate. Our services related to the mortgage origination process include flood certificates, credit reports, traditional and automated property valuations, electronic mortgage documents, property information reports and tax services. We also provide post-closing outsourcing services for residential mortgage lenders, including document review, investor delivery, FHA/VA insuring, document retrieval, preparation and recordation of assignments, lien releases and security interests, collateral reviews and loan pool certifications. In addition, we provide diverse products and services related to I.R.C. Section 1031 tax-deferred exchanges; automated mapping projects and geodetic positioning; real estate database conversion, construction, maintenance and access; automation for government recording and registration; and criminal, credit and motor vehicle background checks and pre-employment screening services.
Factors affecting revenues . As in the title segment, REI revenues, particularly those generated by mortgage information services and tax-deferred exchanges, are closely related to the level of activity in the real estate market. Revenues related to many services are generated on a project basis. Contracts for automating government recording and registration and mapping projects are often awarded after a lengthy bid process.
Our principal competitors vary across the wide range of services. In the mortgage-related products and services area, competitors include the major title underwriters mentioned under Title Market share, as well as entities known as vendor management companies.
Another important factor affecting revenues is the advancement of our technological ability to provide our customers with easy access to and use of reliable and complete real estate information.
Customers . The primary sources of our REI business are residential mortgage lenders and servicers. Our timeliness and accuracy in providing services are critical to our customers since these factors directly affect the service they provide to their customers, primarily borrowers. Delays and errors directly impact the cost of originating or servicing the loan or the value of the loan asset. Our other customers include title agencies, county clerks and recorders, municipalities, real estate professionals and attorneys. Our financial strength, marketplace presence and reputation as a technology innovator are important factors in attracting new business.
General
Technology . Our automation products and services are increasing productivity in the title office and speeding the real estate closing process for lenders, real estate professionals and consumers. Before automation, an order typically required several individuals to search the title, retrieve and review documents and create the title policy commitment. Today, on a normal subdivision file, one person can receive the order electronically and, on the same computer screen, view the prior file, examine the index of documents, retrieve and review electronically stored documents, prepare the title policy commitment and deliver the finished product.
-3-
Trademarks . We have developed numerous automation products and processes that are crucial to both our title and REI segments. These systems automate most facets of the real estate transaction. Among these trademarked products and processes are AIM ® , E-Title ® , GlobeXplorer ® , Landata Title Office ® , REIMall ® , SureClose ® , TitleLogix ® and Virtual Underwriter ® . We consider these trademarks, which are perpetual in duration, to be important to our business.
Employees . As of December 31, 2004, we and our subsidiaries employed 8,961 people. We consider our relationship with our employees to be good.
Available information . We file annual, quarterly and other reports and information with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (the Exchange Act). You may read and copy any material that we file with the SEC at the SECs Public Reference Room (PRR) at 450 5 th Street, N.W., Room 1200, Washington, DC 20549. You may obtain additional information about the PRR by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site ( http://www.sec.gov ) that contains reports, proxies, information statements and other information regarding issuers that file electronically with the SEC, including us.
We also make available, free of charge on or through our Internet site ( http://www.stewart.com ), our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Code of Ethics and other information statements and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Item 2. Properties
We lease or own the following principal properties:
Date terminates
Location
Type
Use
Size
or acquired
Leased Offices
Leased office building
Executive office of the
237,440 sq. ft.
2016
registrant and Guaranty
Leased office building
Office of Guaranty
51,484 sq. ft.
2005
Leased office building
Office of Guaranty
41,361 sq. ft.
2007
Leased office building
Office of Guaranty
35,022 sq. ft.
2014
Leased office building
Office of Guaranty
27,402 sq. ft.
2009
Leased office building
Office of Guaranty
25,635 sq. ft.
2009
Leased office building
Office of Guaranty
21,066 sq. ft.
2010
Leased office building
Office of Guaranty
20,968 sq. ft.
2008
Leased office building
Office of Guaranty
20,368 sq. ft.
2009
Leased office building
Office of Guaranty
18,852 sq. ft.
2009
Leased office building
Office of Guaranty
17,809 sq. ft.
2009
Owned office building
Office of Guaranty
50,000 sq. ft.
1905
Owned office building
Office of Guaranty
26,769 sq. ft.
1980
Owned office building
Office of Guaranty
24,459 sq. ft.
1981
Owned office building
Office of Guaranty
23,000 sq. ft.
2002
Owned office building
Office of Guaranty
17,500 sq. ft.
1985
We lease offices at approximately 704 locations. The average term for all such leases is approximately 4 years. The leases expire from 2005 to 2016. We believe we will not have any difficulty obtaining renewals of leases as they expire or, alternatively, leasing comparable properties. The aggregate annual rental expense under all office leases was approximately $52,697,000 in 2004.
We consider all buildings and equipment that we own or lease to be well maintained, adequately insured and generally sufficient for our purposes.
-4-
Item 3. Legal Proceedings
As previously reported in the Companys Annual Report on Form 10-K for the year ended December 31, 2003, Stewart Title Insurance Company (STIC), an underwriter subsidiary of the Company, was a defendant in a New York state class action lawsuit in the Supreme Court State of New York. The lawsuit alleges that STIC directly and through its agencies routinely collected excess premiums in connection with refinance transactions. Similar actions were brought against seven other underwriters. STIC denied culpability on a number of grounds. In February 2005, STIC reached a settlement with the plaintiffs, subject to approval by the court, which would fully and finally resolve all purposed claims of the plaintiffs. At December 31, 2004, the Company had a reserve of $5.3 million for this claim and believes that its reserve is sufficient to cover any further significant losses as a result of this lawsuit.
We are party to a number of lawsuits incurred in connection with our business, most of which are of a routine nature involving disputed policy claims. In many of these suits, the plaintiff seeks exemplary or treble damages in excess of policy limits based on the alleged malfeasance of an issuing agency. We do not expect that any of these proceedings will have a material adverse effect on our consolidated financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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P A R T II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
Our Common Stock is listed on the New York Stock Exchange (the NYSE) under the symbol
STC. The following table sets forth the high and low sales prices of our Common
Stock for each fiscal period indicated, as reported by the NYSE.
High
Low
$
47.60
$
34.23
40.04
31.10
39.97
31.14
45.20
38.38
$
23.38
$
20.76
30.20
23.23
32.65
27.40
41.45
28.20
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 2004. 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 December 31, 2004.
No cash dividends were paid from 2000 until December 2003. In response to favorable tax law changes, the Board of Directors declared an annual cash dividend of $0.46 per share, payable December 20, 2004 and December 19, 2003 to Common stockholders of record on December 6, 2004 and December 5, 2003, respectively. Our Certificate of Incorporation provides that no cash dividends may be paid on the Class B Common Stock.
As of March 7, 2005, the number of stockholders of record was 3,292, and the price of one share of our Common Stock was $40.98.
-6-
Item 6. Selected Financial Data
The following table sets forth, for the periods and at the dates indicated, our selected
consolidated financial data. The financial data were derived from our consolidated financial
statements and should be read in conjunction with our audited consolidated financial
statements, including the Notes thereto, beginning on page F-1 of this Report. See also Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operations.
-7-
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
2,182.9
2,239.0
1,777.9
1,271.6
935.5
1,071.3
968.8
708.9
656.0
534.6
2,088.3
2,138.2
1,683.1
1,187.5
865.6
993.7
899.7
657.3
609.4
496.0
22.5
19.8
20.7
19.9
19.1
18.2
18.5
15.9
14.5
13.6
3.1
2.3
3.0
.4
0
.3
.2
.4
.1
1.0
2,114.0
2,160.3
1,706.8
1,207.8
884.7
1,012.2
918.4
673.6
624.0
510.6
130.0
187.4
145.1
75.3
5.8
43.6
73.2
29.2
22.5
10.8
68.9
78.7
71.1
63.8
50.8
59.0
50.4
35.3
32.0
24.0
3.2
12.1
8.8
5.3
(4.7
)
3.0
3.1
(5.5
)
.4
(.1
)
100.8
94.8
75.9
51.5
39.0
44.2
39.2
29.8
33.8
29.6
4.8
4.4
4.5
4.3
4.5
4.4
4.4
4.5
5.6
6.0
3.0
1.8
1.7
1.2
1.0
.9
.6
82.5
123.8
94.5
48.7
.6
28.4
47.0
15.3
14.4
7.0
170.4
190.1
162.6
108.2
31.9
57.9
86.5
36.0
38.3
20.6
1,193.4
1,031.9
844.0
677.9
563.4
535.7
498.5
417.7
383.4
351.4
39.9
17.3
7.4
7.0
15.4
6.0
8.9
11.4
7.9
7.3
697.3
621.4
493.6
394.5
295.1
284.9
260.4
209.5
191.0
174.9
18.2
18.0
17.8
16.3
15.0
14.6
14.2
13.8
13.5
12.7
4.56
6.93
5.33
3.01
.04
1.96
3.37
1.12
1.08
.56
4.53
6.88
5.30
2.98
.04
1.95
3.32
1.11
1.07
.55
.46
.46
.16
.14
.13
.12
.11
38.48
34.47
27.84
22.16
19.61
19.39
18.43
15.17
14.17
13.68
47.60
41.45
22.50
22.25
22.31
31.38
33.88
14.63
11.32
11.25
31.10
20.76
15.05
15.80
12.25
10.25
14.25
9.38
9.82
7.57
41.65
40.55
21.39
19.75
22.19
13.31
29.00
14.50
10.38
10.75
(1)
Restated for a two-for-one stock split in May 1999, effected as a stock dividend.
Table of Contents
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Managements overview
. We reported net earnings of $82.5 million for the year ended December
31, 2004, compared with net earnings of $123.8 million for the same period in 2003. On a diluted
per share basis, net earnings were $4.53 for the year 2004, compared with net earnings of $6.88 per
diluted share for the year 2003. Revenues for the year decreased 2.5% to $2,182.9 million from
$2,239.0 million last year.
Operating profit margins decreased year-over-year primarily due to the fixed nature of most of
our operating costs. Margins were also reduced due to our investments in growth, technology and
new services. Excluding title agency retentions, employee costs are the largest component of
Stewarts operating costs. Consistent with our strategy of balancing employee costs with our
business volume over the long term, employee costs and order counts are continually monitored. We
work to balance staffing with customer service needs using scalable technology to allow for
continued growth. Also, we continue to emphasize growing our higher-margin commercial business,
executing accretive acquisitions and expanding internationally. Stewart believes these strategies
will position it for future growth, diversification and strength.
Critical accounting estimates
. Actual results can differ from the accounting estimates we report.
However, we believe there is no material risk of a change in our estimates that is likely to have a
material impact on our reported financial condition or operating performance for the three years
ended December 31, 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 4.8% and 4.4% for the years
ended December 31, 2004 and 2003, respectively. A change of 0.1% in this percentage would have
changed the provision for title losses and pretax earnings by
approximately $2.1 million for the
year ended December 31, 2004.
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 the policy is
issued.
We have consistently followed the same basic method of estimating loss payments for more than
ten years. Third-party consulting actuaries have reviewed and found our title loss 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 30
th
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 years ended December 31, 2004 and 2002. During 2003, $1,955,000 of goodwill attributed
to a subsidiary held for sale was written off and is included in other operating expenses in the
consolidated financial statements. 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.
Policy-issuing agency revenues
. We recognize premium revenues on title insurance
policies written by independent 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
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.
What we do
. 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 foreign countries through
more than 7,800 policy-issuing offices and agencies. We also sell electronically
-8-
delivered real estate services and information, as well as mapping products and geographic
information systems, to domestic and foreign governments and private entities. Our current levels
of non-USA operations are immaterial with respect to our consolidated financial results.
Our business has two main segments: title insurance-related services and real estate
information (REI). These segments are closely related due to the nature of their operations and
common customers.
Factors affecting revenues
. The principal factors that contribute to increases in our operating
revenues for our title and REI segments include:
These factors may override the seasonal nature of the title business.
Results of Operations
A comparison of the results of operations of the Company for 2004 with 2003 and 2003 with 2002
follows. Factors contributing to fluctuations in results of operations are presented in their
order of monetary significance. We have quantified, when necessary, significant changes.
Operating environment
. A table of selected published industry residential data for the years ended
December 31, 2004, 2003 and 2002 follows. (The amounts shown for 2004 are preliminary and subject
to revision.) The amounts below may not relate directly to or provide accurate data for
forecasting our operating revenues or order counts.
As shown above, interest rates declined for five consecutive quarters, beginning in the second
quarter of 2002 through the second quarter of 2003. Then, rates increased significantly by 50
basis points to 6.01%. Mortgage originations fell to lower levels beginning in the fourth quarter
of 2003, primarily because refinancing transactions fell dramatically. Sales of new and existing
homes continued an upward trend.
The Companys order levels also began to decline in the third quarter of 2003, largely because
of the increase in interest rates. They remained below prior year levels through August 2004. For
the rest of 2004, orders exceeded the number of orders received in 2003. Some of this increase was
due to acquisitions. Our order counts follow (in thousands):
Most industry experts project mortgage interest rates to rise slightly in 2005. Due to the
large number of refinancings completed in 2003 and 2004, significantly fewer refinancing
transactions are being forecast for 2005.
-9-
Title revenues
. Our revenues from direct operations decreased 0.9% in 2004 and increased 29.2% in
2003. Acquisitions added revenues of $49.6 million and $48.8 million in 2004 and 2003,
respectively. The number of direct closings we handled decreased 20.8% in 2004 and increased 24.1%
in 2003. The largest revenue decreases in 2004 were in Texas, Colorado and Illinois, offset by
increases in New York, Canada, California and Puerto Rico. The largest increases in 2003 were in
California, Texas, Canada and Washington. Direct closings relate only to files closed by our
underwriters and subsidiaries and do not include closings by independent agencies.
The average revenue per closing increased 20.0% in 2004 due to a lower ratio of refinancings
closed by our direct operations compared to the prior year. The average revenue per closing
increased 4.3% in 2003. Title insurance premiums on refinancings are typically less than on
property sales. The increase in average revenue per closing was also due to an increased
proportion of commercial transactions and rising home prices.
Premium revenues from independent agencies decreased 3.4% in 2004 and increased 25.6% in 2003.
The decrease in 2004 was primarily due to a decrease in refinancing transactions offset somewhat
by an increase in property sales. We are unable to quantify the relative contributions from
refinancings and property sales because, in most jurisdictions, our independent agencies are not
required to report this information. Our statements on sales and refinancings are based on
published industry data from sources such as the Mortgage Bankers Association, the National
Association of Realtors
®
, Fannie Mae and Freddie Mac. We also use information from our
direct operations.
The largest decreases in 2004 in premium revenues from independent agencies were primarily in
California, Utah, New York and Michigan, offset partially by increases in Virginia, Florida and
Pennsylvania. The increases in 2003 were primarily due to the increases in both refinancings and
property sales. The largest increases in 2003 were in California, New York and Florida.
The Texas Department of Insurance reduced title insurance premium rates by 6.5% effective July
1, 2004. The impact on our consolidated financial position or results of operations of this rate
decrease was immaterial.
Title revenues by state
. The approximate amounts and percentages of consolidated title operating
revenues for the last three years were as follows:
REI revenues
. Real estate information revenues were $68.9 million in 2004, $78.7 million in 2003
and $71.1 million in 2002. The decrease in 2004 resulted primarily from a lesser amount of
post-closing services and electronic mortgage documents resulting from a reduction in the volume of
real estate transactions, offset somewhat by an increase in Section 1031 property exchange
services. The increase in 2003 resulted primarily from providing a greater number of post-closing
services, electronic mortgage documents and Section 1031 property exchange services resulting from
the large volume of real estate transactions.
Investments
. Investment income increased 13.7% in 2004 because of increases in average balances
invested, partially offset by lower yields. Investment income decreased 4.3% in 2003 because of
lower yields, partially offset by increases in average balances invested. Certain investment gains
in 2004, 2003 and 2002 were realized as part of the ongoing management of the investment portfolio
for the purpose of improving performance.
Agency retention
. The amounts retained by agencies, as a percentage of revenues from agency
operations, were 81.7%, 82.0% and 81.9% in the years 2004, 2003 and 2002, 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 year to year
because of the geographical mix of agency operations and the volume of title revenues.
-10-
Selected cost ratios (by segment)
. The following table shows employee costs and other operating
expenses as a percentage of related title and real estate information operating revenues for the
last three years.
These two categories of expenses are discussed below in terms of year-to-year monetary
changes.
Employee costs
. Employee costs for the combined business segments increased 3.1% in 2004 and
26.5% in 2003. The number of persons we employed at December 31, 2004, 2003 and 2002 was
approximately 9,000, 8,200 and 7,800, respectively. The increase in staff in 2004 was primarily due
to 512 employees, and $28.2 million in employee costs, from acquisitions. The increase in staff
in 2003 was primarily due to increased title and REI volume and acquisitions.
In our REI segment, employee costs remained flat in 2004 but increased in 2003 primarily
because we provided more post-closing services to lenders. These services are considerably more
labor intensive than other REI services.
Other operating expenses
. Other operating expenses for the combined business segments increased
5.7% in 2004 and 23.5% in 2003. The increase in other operating expenses in 2004 was primarily
from acquisitions and new offices, which contributed approximately $12.5 million of the increase.
Other 2004 increases were in litigation costs of $4.7 million, rent and technology costs. The
increases were partially offset by decreases in certain REI expenses in response to volume
decreases, supplies expense and attorney fees. The increase in other operating expenses in 2003 was
primarily due to acquisitions and new offices, search fees, premium taxes and business promotion.
Other operating expenses also includes title plant expenses. Most of our operating expenses
follow, to varying degrees, the changes in transaction volume and revenues.
Our employee costs and certain other operating expenses are sensitive to inflation. To the
extent inflation causes increases in the prices of homes and other real estate, premium revenues
also increase. Premiums are determined in part by the insured values of the transactions we handle.
Title losses
. Provisions for title losses, as a percentage of title operating revenues, were
4.8%, 4.4% and 4.5% in 2004, 2003 and 2002, respectively. An increase in loss payment experience
for prior policy years resulted in an increase in our loss ratio in 2004.
Income taxes
. The provisions for federal, state and foreign income taxes represented effective
tax rates of 38.1%, 38.0% and 38.6% in 2004, 2003 and 2002, respectively.
Contractual obligations.
Our material contractual obligations at December 31, 2004 were:
Material contractual obligations consist mainly of notes payable, operating leases and title
losses. All operating leases are for office space and expire over the next 12 years. Future loss
reserve payments are shown in total because we cannot accurately estimate the time period in which
losses may be paid because claims, by their nature, are complex and incurred and paid over long
periods of time. Loss reserves represent a total estimate only, whereas the other contractual
obligations are determinable as to timing and amounts. Title losses paid were $68.4 million, $58.0
million and $48.4 million in 2004, 2003 and 2002, respectively.
-11-
Liquidity and capital resources
. Cash provided by operations was $170.4 million, $190.1 million
and $162.6 million in 2004, 2003 and 2002, 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 may be supplemented by bank
borrowings.
The most significant non-operating sources of cash were from proceeds of investments matured
and sold in the amount of $405.7 million, $264.3 million and $163.7 million in 2004, 2003 and 2002,
respectively. We used cash for the purchases of investments in the amount of $470.8 million,
$416.3 million and $197.7 million in 2004, 2003 and 2002, respectively.
A substantial majority of our consolidated cash and investments at December 31, 2004 was held
by Stewart Title Guaranty Company (Guaranty) and its subsidiaries. The use and investment of these
funds, dividends to the Company and cash transfers between Guaranty and its subsidiaries and the
Company are subject to certain legal restrictions. See Notes 2 and 3 to the consolidated financial
statements.
Our liquidity at December 31, 2004, excluding Guaranty and its subsidiaries, was comprised of
cash and investments aggregating $30.6 million and short-term liabilities of $2.3 million. We know
of no commitments or uncertainties that are likely to materially affect our ability to fund cash
needs. See Note 17 to the consolidated financial statements.
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 December 31, 2004, these investments aggregated
$417.2 million and our estimated title loss reserves were $300.7 million.
Historically, our operating cash flow has been sufficient to pay all title policy losses
incurred. As reported in Note 4, the market value of our debt securities maturing in less than one
year was $25.6 million at December 31, 2004. Combined with our annual cash flow from operations
($170.4 million in 2004), we do not expect future 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 2004, 2003 and 2002 resulted in additions to goodwill of $45.6 million,
$13.7 million and $11.7 million, respectively.
We consider our capital resources to be adequate. We expect external capital resources would
be available, if needed, because of our low debt-to-equity ratio, in which long-term debt is $39.9
million and stockholders equity is $697.3 million at December 31, 2004. We are not aware of any
trends, either favorable or unfavorable, that would materially affect notes payable or
stockholders equity. We do not expect any material changes in the cost of such resources.
Significant acquisitions in the future could materially affect the notes payable or stockholders
equity balances.
Off-balance sheet arrangements.
We do not have any material source of liquidity or financing that
involves off-balance sheet arrangements.
-12-
Table of Contents
declining mortgage interest rates, which usually increase home sales and refinancing transactions;
rising home prices;
higher premium rates;
number of households;
increased market share;
opening of new offices and acquisitions; and
a higher ratio of commercial transactions that, although fewer in number, typically yield higher premiums.
2004
2003
2002
5.84
5.82
6.54
5.61
5.84
6.97
6.13
5.51
6.82
5.90
6.01
6.29
5.73
5.92
6.08
2,812
3,832
2,614
51.3
69.1
58.8
1,183
1,086
973
6,675
6,100
5,567
2004
2003
2002
223
263
171
222
315
174
204
238
249
191
171
239
840
987
833
Table of Contents
Amounts ($ millions)
Percentages
2004
2003
2002
2004
2003
2002
353
414
305
17
19
18
269
264
234
13
12
14
175
159
119
8
7
7
154
147
109
7
7
6
1,137
1,154
916
55
55
55
2,088
2,138
1,683
100
100
100
Table of Contents
Employee costs (%)
Other operating (%)
2004
2003
2002
2004
2003
2002
26.1
24.7
24.5
14.6
13.4
13.7
65.3
56.9
57.0
28.6
27.2
26.8
Payments due ($ millions)
Less than
1-3
3-5
More than
1 year
years
years
5 years
Total
10.1
10.1
9.2
20.5
49.9
45.2
66.5
39.0
56.0
206.7
55.3
76.6
48.2
76.5
256.6
300.7
557.3
Table of Contents
Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The discussion below about our risk management strategies includes forward-looking statements that are subject to risks and uncertainties. Managements projections of hypothetical net losses in the fair value of our market rate-sensitive financial instruments, should certain potential changes in market rates occur, are presented below. While we believe that the potential market rate changes are possible, actual rate changes could differ.
Our only material market risk in investments in financial instruments is our debt securities portfolio. We invest primarily in marketable municipal, corporate, foreign, U.S. Government and mortgage-backed debt securities. We do not invest in financial instruments of a hedging or derivative nature.
We have established policies and procedures to minimize our exposure to changes in the fair values of our investments. These policies include retaining an investment advisory firm, an emphasis upon credit quality, management of portfolio duration, maintaining or increasing investment income through high coupon rates and actively managing profile and security mix depending upon market conditions. We have classified all of our investments as available-for-sale.
Debt securities at December 31, 2004 mature, according to their contractual terms, as follows
(actual maturities may differ because of call or prepayment rights):
Amortized
Market
cost
value
($ thousands)
25,448
25,568
33,682
34,125
48,047
48,770
50,599
51,878
62,091
64,402
215,488
222,367
318
295
435,673
447,405
We believe our investment portfolio is diversified and do not expect any material loss to result from the failure to perform by issuers of the debt securities we hold. Our investments are not collateralized. The mortgage-backed securities are insured by U.S. Government agencies.
Based on our debt securities portfolio and interest rates at December 31, 2004, a 100 basis point increase (decrease) in interest rates would result in a decrease (increase) of approximately $19.1 million, or 4.3%, in the fair value of our portfolio. Changes in interest rates may affect the fair value of the debt securities portfolio and may result in unrealized gains or losses. Gains or losses would only be realized upon the sale of the investments. Any other-than-temporary declines in market values of securities are charged to earnings.
Item 8. Financial Statements and Supplementary Data
The information required to be provided in this item is included in our Consolidated Financial Statements, including the Notes thereto, attached hereto as pages F-1 to F-18, and such information is incorporated in this report by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
-13-
Item 9A. Controls and Procedures
Our principal executive officers and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2004, have concluded that, as of such date, our disclosure controls and procedures are adequate and effective to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.
There has been no change in our internal control over financial reporting during the fourth quarter of 2004 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.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal controls over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal controls over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
The Board of Directors has adopted the Stewart Code of Business Conduct and Ethics and Guidelines on Corporate Governance, as well as the Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer . Each of these documents can be found at our website, www.stewart.com.
See page F-2 for the Sarbanes-Oxley Section 404 Management Report and page F-3 for the Report of Independent Registered Public Accounting Firm on our effectiveness of internal control over financial reporting.
Item 9B. Other Information
None.
-14-
P A R T III
Item 10. Directors and Executive Officers of the Registrant
The information regarding our directors and executive officers will be included in our proxy statement for our 2005 Annual Meeting of Stockholders (the Proxy Statement), to be filed within 120 days after December 31, 2004, and is incorporated in this report by reference.
Item 11. Executive Compensation
Information regarding executive compensation will be included in the Proxy Statement and is incorporated in this report by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information regarding security ownership of certain beneficial owners and management will be included in the Proxy Statement and is incorporated in this report by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions will be included in the Proxy Statement and is incorporated in this report by reference.
Item 14. Principal Accounting Fees and Services
Information regarding fees paid to and services provided by our independent registered public accounting firm will be included in the Proxy Statement and is incorporated in this report by reference.
-15-
P A R T IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules
The financial statements and financial statement schedules filed as part of this report are listed in the Index to Consolidated Financial Statements and Financial Statement Schedules on Page F-1 of this document. All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(b) 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.
-16-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, we have
duly caused this report to be signed on our behalf by the undersigned, thereunto duly
authorized.
Dated: March 11, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been
signed by the following persons on our behalf and in the capacities and on the dates indicated:
-17-
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
Sarbanes-Oxley Section 404 Management Report
To the Board of Directors and Stockholders
The management of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
The Companys management assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2004. In making this assessment, the Companys management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in
Internal Control Integrated Framework
.
Based on our assessment, management believes that, as of December 31, 2004, the Companys internal
control over financial reporting is effective based on those criteria.
The Companys
independent registered public accounting firm has issued an audit report on our
assessment of the Companys internal control over financial reporting.
F-2
STEWART INFORMATION SERVICES CORPORATION
(Registrant)
By:
/s/ Malcolm S. Morris
Malcolm S. Morris, Co-Chief Executive Officer
and Chairman of the Board of Directors
By:
/s/ Stewart Morris, Jr.
Stewart Morris, Jr., Co-Chief Executive Officer,
President and Director
By:
/s/ Max Crisp
Max Crisp, Executive Vice President and Chief Financial
Officer, Secretary-Treasurer, Director and
Principal Financial Officer
(Robert L. Clarke)
Director
March 11, 2005
(Max Crisp)
Director
March 11, 2005
Director
(Nita Hanks)
(Paul Hobby)
Director
March 11, 2005
(E. Douglas Hodo)
Director
March 11, 2005
Director
(Laurie C. Moore)
(Malcolm S. Morris)
Director
March 11, 2005
(Stewart Morris, Jr.)
Director
March 11, 2005
Director
(W. Arthur Porter)
Table of Contents
AND FINANCIAL STATEMENT SCHEDULES
F-2
F-3
F-5
F-6
F-7
F-8
S-1
S-5
Table of Contents
of Stewart Information Services Corporation
By:
/s/
Malcolm S. Morris
Malcolm S. Morris, Co-Chief Executive Officer
and Chairman of the Board of Directors
By:
/s/
Stewart Morris, Jr.
Stewart Morris, Jr., Co-Chief Executive Officer,
President and Director
By:
/s/
Max Crisp
Max Crisp, Executive Vice President and Chief Financial
Officer, Secretary-Treasurer, Director and
Principal Financial Officer
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
We have audited managements assessment, included in the accompanying Sarbanes-Oxley Section 404
Management Report, that Stewart Information Services Corporation maintained effective internal
control over financial reporting as of December 31, 2004, based on criteria established in
Internal
Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Stewart Information Services Corporations management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the Companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Stewart Information Services Corporation maintained
effective internal control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on criteria established in
Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in
our opinion, Stewart Information Services Corporation maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004, based on criteria
established in
Internal Control Integrated Framework
issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as listed in the
accompanying index of Stewart Information Services Corporation and our report dated March 10, 2005
expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Houston, Texas
F-3
Stewart Information Services Corporation
March 10, 2005
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
We have audited the consolidated financial statements of Stewart Information Services Corporation
and subsidiaries as listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial statement schedules as listed
in the accompanying index. These consolidated financial statements and financial statement
schedules are the responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement schedules based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Stewart Information Services Corporation
and subsidiaries as of December 31, 2004 and 2003, and the consolidated results of their operations
and their cash flows for each of the years in the three-year period ended December 31, 2004 in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the information set forth
therein.
As discussed in Note 7
to the consolidated financial statements, the Company changed its
method of accounting for goodwill and intangibles in 2002.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Stewart Information Services Corporations internal
control over financial reporting as of December 31, 2004, based on criteria established in
Internal
Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 10, 2005 expressed an unqualified opinion on
managements assessment of, and the effective operation of, internal control over financial
reporting.
/s/ KPMG LLP
Houston, Texas
F-4
Stewart Information Services Corporation
March 10, 2005
Table of Contents
CONSOLIDATED STATEMENTS OF EARNINGS, RETAINED EARNINGS AND
COMPREHENSIVE EARNINGS
Years ended December 31 | 2004 | 2003 | 2002 | |||||||||||||
($000 Omitted) | ||||||||||||||||
Revenues
|
||||||||||||||||
Title insurance:
|
||||||||||||||||
Direct operations
|
880,697 | 888,454 | 687,724 | |||||||||||||
Agency operations
|
1,207,642 | 1,249,800 | 995,283 | |||||||||||||
|
||||||||||||||||
Real estate information services
|
68,907 | 78,666 | 71,119 | |||||||||||||
Investment income
|
22,514 | 19,800 | 20,694 | |||||||||||||
Investment gains net
|
3,099 | 2,310 | 3,032 | |||||||||||||
|
2,182,859 | 2,239,030 | 1,777,852 | |||||||||||||
|
||||||||||||||||
Expenses
|
||||||||||||||||
Amounts retained by agencies
|
987,024 | 1,024,282 | 814,651 | |||||||||||||
Employee costs
|
591,092 | 573,486 | 453,304 | |||||||||||||
Other operating expenses
|
324,897 | 307,509 | 249,069 | |||||||||||||
Title losses and related claims
|
100,841 | 94,827 | 75,920 | |||||||||||||
Depreciation and amortization
|
31,025 | 25,240 | 21,383 | |||||||||||||
Interest
|
1,248 | 721 | 725 | |||||||||||||
Minority interests
|
13,518 | 13,462 | 8,940 | |||||||||||||
|
2,049,645 | 2,039,527 | 1,623,992 | |||||||||||||
|
||||||||||||||||
Earnings before taxes
|
133,214 | 199,503 | 153,860 | |||||||||||||
Income taxes
|
50,696 | 75,748 | 59,380 | |||||||||||||
|
||||||||||||||||
Net earnings
|
82,518 | 123,755 | 94,480 | |||||||||||||
Retained earnings at beginning of year
|
469,107 | 353,226 | 258,746 | |||||||||||||
Excess distribution to minority interest
|
(478 | ) | | | ||||||||||||
Cash dividends on Common Stock ($.46 per share in
2004 and 2003)
|
(7,852 | ) | (7,874 | ) | | |||||||||||
|
||||||||||||||||
Retained earnings at end of year
|
543,295 | 469,107 | 353,226 | |||||||||||||
|
||||||||||||||||
Average number of shares outstanding assuming dilution
(000 omitted)
|
18,199 | 17,980 | 17,826 | |||||||||||||
|
||||||||||||||||
Earnings per share basic
|
4.56 | 6.93 | 5.33 | |||||||||||||
|
||||||||||||||||
Earnings per share diluted
|
4.53 | 6.88 | 5.30 | |||||||||||||
|
||||||||||||||||
Comprehensive earnings:
|
||||||||||||||||
Net earnings
|
82,518 | 123,755 | 94,480 | |||||||||||||
Changes in other comprehensive earnings, net of taxes
of ($663), $3,056 and $2,797
|
(1,231 | ) | 5,675 | 5,195 | ||||||||||||
|
||||||||||||||||
Comprehensive earnings
|
81,287 | 129,430 | 99,675 | |||||||||||||
See notes to consolidated financial statements.
F-5
CONSOLIDATED BALANCE SHEETS
December 31 | 2004 | 2003 | ||||||||||
($000 Omitted) | ||||||||||||
Assets
|
||||||||||||
Cash and cash equivalents
|
121,383 | 114,202 | ||||||||||
Short-term investments
|
181,195 | 153,322 | ||||||||||
|
302,578 | 267,524 | ||||||||||
Investments in debt and equity securities, at market:
|
||||||||||||
Statutory reserve funds
|
401,814 | 375,421 | ||||||||||
Other
|
68,793 | 59,035 | ||||||||||
|
470,607 | 434,456 | ||||||||||
Receivables:
|
||||||||||||
Notes
|
6,683 | 6,155 | ||||||||||
Premiums from agencies
|
42,618 | 36,672 | ||||||||||
Income taxes
|
3,022 | 7,198 | ||||||||||
Other
|
35,384 | 35,260 | ||||||||||
Less allowance for uncollectible amounts
|
(7,430 | ) | (6,260 | ) | ||||||||
|
80,277 | 79,025 | ||||||||||
Property and equipment, at cost:
|
||||||||||||
Land
|
6,990 | 5,785 | ||||||||||
Buildings
|
15,162 | 10,647 | ||||||||||
Furniture and equipment
|
220,626 | 192,648 | ||||||||||
Less accumulated depreciation and amortization
|
(159,387 | ) | (134,906 | ) | ||||||||
|
83,391 | 74,174 | ||||||||||
Title plants, at cost
|
52,679 | 43,216 | ||||||||||
Real estate, at lower of cost or net realizable value
|
1,743 | 2,306 | ||||||||||
Investments in investees, on an equity basis
|
19,814 | 16,194 | ||||||||||
Goodwill
|
124,636 | 79,084 | ||||||||||
Intangible assets, net of amortization
|
16,988 | 3,783 | ||||||||||
Other assets
|
40,640 | 32,105 | ||||||||||
|
1,193,353 | 1,031,867 | ||||||||||
Liabilities
|
||||||||||||
Notes payable, including $39,866 and $17,329 long-term portion
|
49,930 | 24,583 | ||||||||||
Accounts payable and accrued liabilities
|
101,544 | 82,147 | ||||||||||
Estimated title losses
|
300,749 | 268,089 | ||||||||||
Deferred income taxes
|
29,335 | 22,440 | ||||||||||
Minority interests
|
14,482 | 13,219 | ||||||||||
|
496,040 | 410,478 | ||||||||||
Contingent liabilities and commitments
|
||||||||||||
Stockholders equity
|
||||||||||||
Common $1 par, authorized 30,000,000, issued and outstanding
17,396,209 and 17,301,687
|
17,396 | 17,302 | ||||||||||
Class B Common $1 par, authorized 1,500,000, issued and outstanding
1,050,012
|
1,050 | 1,050 | ||||||||||
Additional paid-in capital
|
125,689 | 122,816 | ||||||||||
Retained earnings
|
543,295 | 469,107 | ||||||||||
Accumulated other comprehensive earnings:
|
||||||||||||
Unrealized investment gains
|
9,749 | 12,086 | ||||||||||
Foreign currency translation adjustments
|
4,039 | 2,933 | ||||||||||
Treasury
stock 325,669 Common shares, at cost
|
(3,905 | ) | (3,905 | ) | ||||||||
Total stockholders equity
|
697,313 | 621,389 | ||||||||||
|
1,193,353 | 1,031,867 | ||||||||||
See notes to consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 | 2004 | 2003 | 2002 | |||||||||
($000 Omitted) | ||||||||||||
Cash provided by operating activities (Note)
|
170,410 | 190,063 | 162,553 | |||||||||
|
||||||||||||
Investing activities:
|
||||||||||||
Proceeds from investments matured and sold
|
405,689 | 264,318 | 163,737 | |||||||||
Purchases of investments
|
(470,777 | ) | (416,258 | ) | (197,748 | ) | ||||||
Purchases of property and equipment, title plants
and real estate net
|
(32,410 | ) | (37,236 | ) | (30,165 | ) | ||||||
Increases in notes receivable
|
(2,644 | ) | (1,329 | ) | (3,198 | ) | ||||||
Collections on notes receivable
|
2,432 | 1,352 | 6,305 | |||||||||
Cash paid for equity investees and related intangibles
net
|
(3,791 | ) | (7,000 | ) | | |||||||
Cash paid for acquisitions of subsidiaries net
(see below)
|
(65,974 | ) | (15,952 | ) | (12,502 | ) | ||||||
Cash used by investing activities
|
(167,475 | ) | (212,105 | ) | (73,571 | ) | ||||||
|
||||||||||||
Financing activities:
|
||||||||||||
Cash dividends paid
|
(7,852 | ) | (7,874 | ) | | |||||||
Distributions to minority interests
|
(12,474 | ) | (11,433 | ) | (7,713 | ) | ||||||
Proceeds from exercise of stock options
|
1,284 | 3,878 | 467 | |||||||||
Proceeds from notes payable
|
34,440 | 15,748 | 4,259 | |||||||||
Payments on notes payable
|
(13,020 | ) | (7,108 | ) | (7,543 | ) | ||||||
Cash provided (used) by financing activities
|
2,378 | (6,789 | ) | (10,530 | ) | |||||||
|
||||||||||||
Effect of changes in foreign currency exchange rates
|
1,868 | 3,877 | (2 | ) | ||||||||
|
||||||||||||
Increase (decrease) in cash and cash equivalents
|
7,181 | (24,954 | ) | 78,450 | ||||||||
|
||||||||||||
Cash and cash equivalents at beginning of period
|
114,202 | 139,156 | 60,706 | |||||||||
Cash and cash equivalents at end of period
|
121,383 | 114,202 | 139,156 | |||||||||
|
||||||||||||
Note: Reconciliation of net earnings to the above amounts
|
||||||||||||
Net earnings
|
82,518 | 123,755 | 94,480 | |||||||||
Add (deduct):
|
||||||||||||
Depreciation and amortization
|
31,025 | 25,240 | 21,383 | |||||||||
Provisions for title losses in excess of payments
|
32,433 | 36,849 | 27,306 | |||||||||
Increase in receivables net
|
(1,354 | ) | (9,848 | ) | (19,429 | ) | ||||||
Increase
(decrease) in payables and accrued liabilities net
|
15,954 | (3,317 | ) | 21,878 | ||||||||
Minority interest expense
|
13,518 | 13,462 | 8,940 | |||||||||
Net earnings from equity investees
|
(6,776 | ) | (6,586 | ) | (3,420 | ) | ||||||
Dividends received from equity investees
|
6,002 | 6,579 | 2,892 | |||||||||
Provision for deferred income taxes
|
7,391 | 9,375 | 12,775 | |||||||||
Other net
|
(10,301 | ) | (5,446 | ) | (4,252 | ) | ||||||
Cash provided by operating activities
|
170,410 | 190,063 | 162,553 | |||||||||
|
||||||||||||
Supplemental information:
|
||||||||||||
Assets acquired (purchase method):
|
||||||||||||
Goodwill
|
45,552 | 13,655 | 11,739 | |||||||||
Title plants
|
7,048 | 1,830 | 537 | |||||||||
Property and equipment
|
7,479 | 1,115 | 3,565 | |||||||||
Intangible assets
|
11,291 | 253 | | |||||||||
Other
|
2,301 | 4,032 | 1,015 | |||||||||
Liabilities assumed
|
(7,697 | ) | (4,933 | ) | (6,574 | ) | ||||||
Treasury stock acquired
|
| | 2,220 | |||||||||
Cash paid for acquisitions of subsidiaries net
|
65,974 | 15,952 | 12,502 | |||||||||
|
||||||||||||
Income taxes paid
|
47,436 | 81,267 | 27,540 | |||||||||
Interest paid
|
971 | 618 | 730 | |||||||||
See notes to consolidated financial statements.
F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
General.
Stewart Information Services Corporation, through its subsidiaries (collectively, the
Company), is primarily engaged in the title insurance business. The Company also provides real
estate information services. The Company operates through a network of policy-issuing offices and
agencies throughout the United States. Approximately 30 percent of consolidated title revenues are
generated in California and Texas. The operations in the international markets in which the Company
does business are immaterial to consolidated results.
A. Managements responsibility.
The accompanying financial statements were prepared by management,
which is responsible for their integrity and objectivity. The statements have been prepared in
conformity with U.S. generally accepted accounting principles (GAAP), including managements best
judgments and estimates. Actual results could differ from estimates.
B. New significant accounting pronouncements.
The Company adopted the stock-based compensation
disclosure requirements of SFAS No. 148. See Note 1S. The impact on the Companys consolidated
financial position or results of operations for the change to the fair value method of accounting
for stock-based compensation is expected to be immaterial.
We adopted the requirements of consolidation and disclosure of variable interest entities
created or obtained after January 31, 2003 as required by FIN 46
and FIN 46(R); certain provisions
were effective June 15, 2003 and March 15, 2004. Companies are required to consolidate a variable
interest entity if the company is subject to a majority of the risk of loss from the variable
interest entitys activities and/or is entitled to receive a majority of the entitys residual
returns. We have added only one such entity, in 2004, and its effect on the Companys consolidated
financial position or results of operations was immaterial.
The
Company will adopt SFAS No. 123(R), Share-Based Payment, during the third quarter of
2005, which will require the fair value of stock options to be recognized in the consolidated
financial statements as compensation expense. The pro forma impact of stock option expensing,
calculated as required by SFAS No. 123, is disclosed in Note 1S. The effect on the Companys
consolidated financial position or results of operations is expected to be immaterial.
C. Reclassifications.
Certain prior year amounts in the consolidated financial statements have
been reclassified for comparative purposes. Net earnings and stockholders equity, as previously
reported, were not affected.
D. Consolidation.
The consolidated financial statements include all (1) subsidiaries in which the
Company owns more than 50% voting rights in electing directors and (2) variable interest entities
when required by FIN 46 and FIN 46(R). Unconsolidated investees, owned 20% through 50% and where
the Company exercises significant influence, are accounted for by the equity method. All
significant intercompany accounts and transactions are eliminated and provisions are made for
minority interests.
E. Statutory accounting.
Stewart Title Guaranty Company (Guaranty) and other title insurance
underwriters owned by the Company prepare financial statements in accordance with statutory
accounting practices prescribed or permitted by regulatory authorities.
In conforming the statutory financial statements to GAAP, the statutory premium reserve and
the reserve for reported title losses are eliminated and, in substitution, amounts are established
for estimated title losses (see Note 1G). The net effect, after providing for deferred income
taxes, is included in consolidated retained earnings.
F. Revenue recognition.
Operating revenues from direct title operations are considered earned at
the time of the closing of the related real estate transaction. We recognize premium revenues on
title insurance policies written by independent agencies when policies are reported to the Company.
In addition, because of the time lag between the closing of an insured real estate transaction and
the time the policy is reported to the underwriter, 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
information is available. Our estimates are based on historical reporting patterns and other
information obtained about the operations of our agencies, as well as current industry trends,
including trends in our direct operations.
Revenues from real estate information services are considered earned at the time the service
is performed or the work product is delivered to the customer.
F-8
G. Title losses and related claims.
Estimating future title loss payments is difficult because of
the complex nature of title claims, the length of time over which claims are paid, the
significantly varying dollar amounts of individual claims and other factors.
The Companys 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. Provisions are charged to income in the same year the related premium revenues are
recognized. We base our estimates on reported claims, historical loss experience, title industry
averages and the current legal and economic environment.
The Companys estimated liability for future loss payments is regularly reviewed by us for
reasonableness and adjusted as appropriate. Third-party consulting actuaries also review the
adequacy of the liability on an annual basis. In accordance with industry practice, the amounts
have not been discounted to their present values.
H. Cash equivalents.
Cash equivalents are highly liquid investments with insignificant interest
rate risks and maturities of three months or less at the time of acquisition.
I. Short-term investments.
Short-term investments comprise time deposits with banks and savings
and loan associations, federal government obligations, money market accounts and other investments
maturing in less than one year.
J. Investments.
We have classified our investment portfolio as available-for-sale. Realized gains
and losses on sales of investments are determined using the specific identification method. Net
unrealized gains and losses on securities, net of applicable deferred taxes, are included in
stockholders equity. Any other-than-temporary declines in market values of securities are charged
to earnings.
K. Property and equipment.
Depreciation is computed principally using the straight-line method at
the following rates: buildings
-
- 30 to 40 years and furniture and equipment
-
- 3 to 10 years.
Maintenance and repairs are expensed as incurred while improvements are capitalized. Gains and
losses are recognized at disposal.
L. Title plants.
Title plants include compilations of a countys official land records, prior
examination files, copies of prior title policies, maps and related materials that are
geographically indexed to a specific property. The costs of acquiring existing title plants and
creating new ones, prior to the time such plants are placed in operation, are capitalized. Such
costs are not amortized because there is no indication of any loss of value. The costs of
maintaining and operating title plants are expensed as incurred. Gains and losses on sales of
copies of title plants or interests in title plants are recognized at the time of sale.
M. Goodwill.
Goodwill is the excess of the purchase price over the fair value of net assets
acquired. Goodwill is not amortized but is reviewed no less than annually and, if determined to be
impaired, is expensed to current operations.
N. Acquired intangibles.
Acquired intangible assets are comprised mainly of non-compete and
underwriting agreements and are amortized on a straight-line basis over the related estimated lives
of the assets, which are primarily over 5 to 10 years.
O. Other long-lived assets.
The Company reviews the carrying values of title plants and other
long-lived assets if certain events occur that may indicate
impairment. An impairment of these
long-lived assets is indicated when projected undiscounted cash flows over the estimated lives of
the assets are less than carrying values. If impairment is determined by management, the recorded
amounts are written down to fair values by calculating the discounted values of projected cash
flows.
P. Fair values.
The fair values of financial instruments, including cash and cash equivalents,
short-term investments, notes receivable, notes payable and accounts payable, are determined by
references to various market data and other valuation techniques, as appropriate. The fair values
of these financial instruments approximate their carrying values. Investments in debt and equity
securities are carried at their fair values (see Note 4).
Q. Derivatives and hedging.
The Company does not invest in hedging or derivative instruments.
Accordingly, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and the
related standards have no impact on the consolidated financial statements.
R. Income taxes.
Deferred tax assets and liabilities are recognized for future tax consequences
attributable to differences between the tax bases and the book carrying values for certain assets
and liabilities. Valuation allowances are provided as may be appropriate. Enacted tax rates are
used in calculating amounts.
F-9
S. Stock option plans.
The Company has two stock option plans. The Company accounts for the plans
under the intrinsic value method. 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. See Note 13.
The Company applies APB No. 25 and related Interpretations in accounting for its plans. Under
SFAS No. 123, 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
0% to 1.4%, an expected life of ten years, an expected volatility of 33.8% to 38.0% and a risk-free
interest rate of 4.0% to 4.8% for the three years ended December 31, 2004.
Had compensation cost for the Companys plans been determined consistent with SFAS No. 123,
the Companys net earnings and earnings per share would have been reduced to the pro forma amounts
indicated as follows:
NOTE 2
Restrictions on cash and investments.
Statutory reserve funds of $401,814,000 and $375,421,000
and short-term investments of $56,870,000 and $21,032,000 at December 31, 2004 and 2003,
respectively, are maintained to comply with legal requirements for statutory premium reserves and
state deposits. These funds are not available for any other purpose.
A substantial majority of consolidated investments and cash at each year end was held by the
Companys title insurer subsidiaries. Generally, the types of investments a title insurer can make
are subject to legal restrictions. Furthermore, the transfer of funds by a title insurer to its
parent or subsidiary operations, as well as other related party transactions, are restricted by law
and generally require the approval of state insurance authorities.
NOTE 3
Dividend restrictions.
Substantially all of the consolidated retained earnings at each year end
were represented by Guaranty, which owns directly or indirectly substantially all of the
subsidiaries included in the consolidation.
Guaranty cannot pay a dividend in excess of certain limits without the approval of the Texas
Insurance Commissioner. The maximum dividend which can be paid without such approval in 2005 is
$83,581,000. Guaranty paid dividends of $21,615,000, $33,790,000 and $90,000 in 2004, 2003 and
2002, respectively.
Dividends from Guaranty are also voluntarily restricted primarily to maintain statutory
surplus and liquidity at competitive levels. The ability of a title insurer to pay claims can
significantly affect the decision of lenders and other customers when buying a policy from a
particular insurer.
Surplus as regards policyholders for Guaranty was $417,906,000 and $374,796,000 at December
31, 2004 and 2003, respectively. Statutory net income for Guaranty was $26,609,000, $35,645,000
and $21,816,000 in 2004, 2003 and 2002, respectively.
F-10
NOTE 4
Investments.
The amortized costs and market values of debt and equity securities at December 31
follow:
Gross unrealized gains and losses at December 31 were:
Of the above total unrealized losses of $1,537,000 and $802,000, the amount in a loss position
in excess of 12 months was $691,000 and $113,000 at December 31, 2004 and 2003, respectively, which
was comprised primarily of municipal debt, U.S. Government bonds and corporate bonds at December
31, 2004, and municipal debt, foreign bonds and equity securities at December 31, 2003. The
unrealized loss positions were caused by normal market fluctuations and represented 125 and 47
investments at December 31, 2004 and 2003, respectively. Because the Company has the intent and
ability to hold these investments until maturity or a market price recovery, and no significant
credit risk is deemed to exist, the investments are not considered other-than-temporarily impaired.
Debt securities at December 31, 2004 mature, according to their contractual terms, as follows
(actual maturities may differ because of call or prepayment rights):
The Company believes its investment portfolio is diversified and expects no material loss to
result from the failure to perform by issuers of the debt securities it holds. Investments made by
the Company are not collateralized. The mortgage-backed securities are insured by U.S. Government
agencies.
F-11
NOTE 5
Investment income.
Income from investments and gross realized investment gains and losses for the
three years follow:
The sales of debt securities resulted in proceeds of $55,259,000 in 2004, $131,707,000 in 2003
and $118,106,000 in 2002.
Expenses assignable to investment income were insignificant. There were no significant
investments at December 31, 2004 that did not produce income during the year.
NOTE 6
Income taxes.
Deferred income taxes at December 31, 2004 and 2003 were as follows:
The Company has $2,917,000 of foreign tax credit carryforwards that expire in 2014. The
valuation allowance relates to certain foreign tax credit carryforwards and other deferred tax
assets. Deferred tax expense was $7,391,000, $9,375,000 and $12,775,000 in 2004, 2003 and 2002,
respectively. Management believes it is more likely than not that future earnings will be
sufficient to permit the Company to realize its deferred tax assets.
F-12
The following reconciles federal income taxes computed at the statutory rate with income taxes
as reported.
NOTE 7
Goodwill and acquired intangibles.
The amount of goodwill for the title reporting unit was
$114,719,000 (of $124,636,000) and $69,167,000 (of $79,084,000) at December 31, 2004 and 2003,
respectively. The remaining goodwill was attributable to the REI segments two reporting units.
During the three years ended December 31, 2004, goodwill was increased by acquisitions. In
accordance with SFAS No. 142, amortization of goodwill was stopped effective January 1, 2002.
During 2003, $1,955,000 of goodwill attributed to a subsidiary held for sale was written off
and is included in other operating expenses in the consolidated financial statements. There were
no impairment write-offs of goodwill during the years ended December 31, 2004 and 2002.
Amortization expense for acquired intangibles was $2,103,000 for the year ended December 31,
2004. Accumulated amortization of intangibles was $2,657,000 at December 31, 2004. In each of the
years 2005 through 2009, the estimated amortization expense will be less than $3,500,000.
NOTE 8
Equity investees.
Certain summarized aggregate financial information for equity investees
follows:
Net premium revenues earned from policies issued by equity investees were $12,254,000,
$10,424,000 and $9,092,000 in 2004, 2003 and 2002, respectively.
The amount of earnings from equity investees was $6,776,000, $6,586,000 and $3,420,000 in
2004, 2003 and 2002, respectively. These amounts are included in title insurance direct
operations in the consolidated financial statements.
Goodwill related to equity investees was $15,834,000 and $12,258,000 at December 31, 2004 and
2003, respectively, and these goodwill balances are included in investments in investees in the
consolidated financial statements. Equity investments will continue to be reviewed for impairment.
See Note 1M.
F-13
NOTE 9
Notes payable.
Principal payments on the notes are due $10,064,000 in 2005, $5,394,000 in 2006, $4,760,000 in
2007, $4,950,000 in 2008, $4,221,000 in 2009 and $20,541,000 subsequent to 2009.
NOTE 10
Estimated title losses.
Provisions accrued, payments made and liability balances for the three
years follow:
Provisions include amounts related to the current year of approximately $100,611,000,
$94,578,000 and $75,626,000 for 2004, 2003 and 2002, respectively. Payments related to the current
year, including escrow and other loss payments, were approximately $18,220,000, $16,484,000 and
$10,688,000 in 2004, 2003 and 2002, respectively.
NOTE 11
Common Stock and Class B Common Stock.
Holders of Common and Class B Common Stock have the same
rights, except no cash dividends may be paid on Class B Common Stock. The two classes of stock vote
separately when electing directors and on any amendment to the Companys certificate of
incorporation that affects the two classes unequally.
A provision of the by-laws requires an affirmative vote of at least two-thirds of the
directors to elect officers or to approve any proposal that may come before the directors. This
provision cannot be changed without a majority vote of each class of stock.
Holders of Class B Common Stock may, with no cumulative voting rights, elect four directors if
1,050,000 or more shares of Class B Common Stock are outstanding; three directors if between
600,000 and 1,050,000 shares are outstanding; and none if less than 600,000 shares of Class B
Common Stock are outstanding. Holders of Common Stock, with cumulative voting rights, elect the
balance of the nine directors.
Class B
Common Stock may, at any time, be converted by its stockholders into Common Stock on a
share-for-share basis, but all of the holders of Class B Common Stock have agreed among themselves
not to convert their stock. The agreement may be extended or terminated by them at any time. Such
conversion is mandatory on any transfer to a person not a lineal descendant (or spouse, trustee,
etc. of such descendant) of William H. Stewart.
At December 31, 2004 and 2003, there were 145,820 shares of Common Stock held by a subsidiary
of the Company. These shares are considered retired but may be issued from time to time in lieu of
new shares.
F-14
NOTE 12
Changes in stockholders equity.
NOTE 13
Stock options.
A summary of the status of the Companys stock option plans for the three years
follows:
F-15
At December 31, 2004, 2003 and 2002 there were 372,478, 342,978 and 504,700 options,
respectively, exercisable. The weighted average fair values of options granted during the years
2004, 2003 and 2002 were $19.44, $12.31 and $11.01, respectively.
The following summarizes information about fixed stock options outstanding and exercisable at
December 31, 2004:
NOTE 14
Earnings per share.
The Companys 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 for the Company is related to its 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 102,000 in
2004, 118,000 in 2003 and 90,000 in 2002. Stock option grants in 2004, 2003 and 2002 to purchase
66,500 shares, 0 shares and 89,500 shares, respectively, were excluded from the computation of
diluted earnings per share as these options were considered anti-dilutive.
NOTE 15
Reinsurance.
As is the industry practice, on certain transactions the Company cedes risks to
other title insurance underwriters and reinsurers. However, the Company remains liable if the
reinsurer should fail to meet its obligations. The Company also assumes risks from other
underwriters. Payments and recoveries on reinsured losses were insignificant during the three years
ended December 31, 2004. The total amount of premiums for assumed and ceded risks was less than one
percent of title revenues in each of the last three years.
NOTE 16
Leases.
The Companys expense for leased office space was $52,697,000 in 2004, $46,511,000 in
2003 and $40,663,000 in 2002. These are noncancelable, operating leases expiring over the next 12
years. The future minimum lease payments are summarized as follows (stated in thousands of
dollars):
F-16
NOTE 17
Contingent liabilities and commitments.
The Company is contingently liable for disbursements of
escrow funds held by agencies in certain cases where specific insured closing guarantees have been
issued.
The Company routinely holds funds in segregated escrow accounts pending the closing of real
estate transactions. This resulted in a contingent liability to the Company of approximately
$1,289,017,000 at December 31, 2004.
The Company is a qualified intermediary in tax-deferred property exchanges for customers
pursuant to Section 1031 of the Internal Revenue Code. The Company holds the proceeds from these
transactions until a qualifying exchange can occur. This resulted in a contingent liability to the
Company of approximately $789,150,000 at December 31, 2004.
As is industry practice, these escrow and Section 1031 accounts are not included in the
consolidated balance sheets.
At December 31, 2004 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 2014. The maximum potential future payments
on the guarantees amounted to $13,265,000. Management believes that the related underlying assets
and the collateral available, primarily title plants and corporate stock, would enable the Company
to recover the amounts paid under the guarantees. The Company believes no provision for losses
is needed because no loss is expected on these guarantees. The
Companys accrued liability related to the non-contingent value
of third-party guarantees was $397,000 at December 31,
2004.
In
the ordinary course of business the Company guarantees the third-party indebtedness of its
consolidated subsidiaries. At December 31, 2004 the maximum potential future payments on the
guarantees is not more than the notes payable recorded in the consolidated balance sheets. The
Company also has unused letters of credit amounting to $2,785,000 related to workers compensation
policies.
In the normal conduct of its business, the Company is subject to lawsuits, regulatory
investigations and other legal proceedings that may involve substantial amounts. Such matters are
not predictable with complete assurance. The Company believes the probable resolution of such
contingencies will not materially affect the consolidated financial condition of the Company.
NOTE 18
Variable interest entities.
The Company, in the ordinary course of business, enters into joint
ventures and partnerships related to its title operations. These entities are immaterial to the
Companys consolidated financial position or results of operations individually and in the
aggregate. At December 31, 2004, the Company had no material exposure to loss associated with
variable interest entities to which it is a party.
NOTE 19
Segment information.
The Companys two reportable segments are title and real estate information
(REI). Both segments serve each other and the real estate and mortgage industries.
The title segment provides services needed in transferring the title in a real estate
transaction. These services include searching, examining and closing the title to real property and
insuring the condition of the title.
The REI segment primarily provides services related to real estate transactions using
electronic delivery. These services include title reports, flood certificates, credit reports,
property appraisals, document preparation, property information reports and background checks. This
segment also provides post-closing services to lenders. In addition, the REI segment provides
services related to Section 1031 tax-deferred property exchanges, mapping, and construction and
maintenance of title plants for county clerks, tax assessors and title agencies.
F-17
Under the Companys internal reporting system, most general corporate expenses are incurred by
and charged to the title segment. Technology operating costs are also charged to the title segment,
except for direct expenditures related to the REI segment. All investment income is included in the
title segment as it is generated primarily from the investments of the title underwriter
operations.
NOTE 20
Quarterly financial information (unaudited).
Computations of per share amounts for quarters are made independently. Therefore, the sum of
per share amounts above may not agree with per share amounts for the year as a whole.
F-18
SCHEDULE I
STEWART INFORMATION SERVICES CORPORATION
EARNINGS AND RETAINED EARNINGS INFORMATION
See accompanying note to financial statement information.
(Schedule continued on following page.)
S-1
SCHEDULE I
STEWART INFORMATION SERVICES CORPORATION
BALANCE SHEET INFORMATION
See accompanying note to financial statement information.
(Schedule continued on following page.)
S-2
SCHEDULE I
STEWART INFORMATION SERVICES CORPORATION
CASH FLOW INFORMATION
See accompanying note to financial statement information.
(Schedule continued on following page.)
S-3
SCHEDULE I
STEWART INFORMATION SERVICES CORPORATION
NOTE TO FINANCIAL STATEMENT INFORMATION
We operate as a holding company, transacting substantially all business through our
subsidiaries. Our consolidated financial statements are included in Part II, Item 8 of Form 10-K.
The Parent Company financial statements should be read in conjunction with the aforementioned
consolidated financial statements and notes thereto and financial statement schedules.
Certain amounts in the 2003 and 2002 Parent Company financial statements have been
reclassified for comparative purposes. Net earnings and stockholders equity, as previously
reported, were not affected.
Dividends from a subsidiary for 2004, 2003 and 2002 were $21,615,000, $33,790,000 and $90,000,
respectively.
S-4
Table of Contents
Table of Contents
2004
2003
2002
($000 Omitted)
82,518
123,755
94,480
(1,164
)
(718
)
(616
)
81,354
123,037
93,864
4.56
6.93
5.33
4.50
6.89
5.29
4.53
6.88
5.30
4.47
6.84
5.27
Table of Contents
2004
2003
Amortized
Market
Amortized
Market
cost
value
cost
value
($000 Omitted)
191,758
196,883
180,294
187,205
146,068
151,344
137,829
145,273
29,041
28,905
28,660
28,795
68,488
69,978
54,741
56,125
318
295
720
723
19,936
23,202
13,619
16,335
455,609
470,607
415,863
434,456
2004
2003
Gains
Losses
Gains
Losses
($000 Omitted)
5,518
393
7,167
256
5,682
406
7,596
152
178
314
358
223
1,699
209
1,498
114
1
24
17
14
3,457
191
2,759
43
16,535
1,537
19,395
802
Amortized
Market
cost
value
($000 Omitted)
25,448
25,568
194,419
199,175
161,657
165,876
53,831
56,491
318
295
435,673
447,405
Table of Contents
2004
2003
2002
($000 Omitted)
18,555
17,802
17,484
3,959
1,998
3,210
22,514
19,800
20,694
3,582
5,239
7,966
(1)
(483
)
(2,929
)
(4,934
)
3,099
2,310
3,032
(1)
Includes gains on sales of real estate of $2,376,000.
2004
2003
($000 Omitted)
3,843
1,379
2,052
497
224
171
1,365
1,251
1,332
1,498
2,917
1,490
2,001
2,115
13,734
8,401
(492
)
(1,292
)
13,242
7,109
(28,894
)
(20,552
)
(5,250
)
(6,507
)
(4,350
)
(230
)
(4,083
)
(2,260
)
(42,577
)
(29,549
)
(29,335
)
(22,440
)
Table of Contents
2004
2003
2002
($000 Omitted)
46,625
69,826
53,851
2,708
4,073
3,268
1,204
864
1,761
(2,205
)
(2,052
)
(2,009
)
2,098
1,680
1,140
(2,372
)
(2,305
)
(1,197
)
1,485
2,003
1,201
(2,158
)
(1,609
)
(1,303
)
3,311
3,268
2,668
50,696
75,748
59,380
38.1
38.0
38.6
2004
2003
2002
($000 Omitted)
82,445
72,997
47,723
17,391
13,443
7,635
22,661
18,422
406
2,597
18,411
12,429
Table of Contents
2004
2003
($000 Omitted)
47,501
21,479
2,429
3,104
49,930
24,583
(1)
2.42% and 1.12% at December 31, 2004 and 2003, respectively.
2004
2003
2002
($000 Omitted)
268,089
230,058
202,544
100,841
94,827
75,920
(68,408
)
(57,978
)
(48,441
)
227
1,182
35
300,749
268,089
230,058
Table of Contents
Common
Accumulated
and Class B
Additional
other
Common
paid-in
comprehensive
Treasury
Stock
capital
earnings
stock
($000 Omitted)
17,918
115,239
4,149
(1,512
)
44
747
95
372
512
7,205
(2,009
)
(1
)
(2,220
)
(173
)
18,057
116,870
9,344
(3,905
)
43
1,053
252
3,626
1,267
3,446
(399
)
2,628
18,352
122,816
15,019
(3,905
)
31
1,170
63
1,221
482
(2,297
)
(40
)
1,106
18,446
125,689
13,788
(3,905
)
Exercise
Shares
prices
(1)
($)
516,200
13.79
86,100
19.02
(94,800
)
4.98
(2,800
)
20.22
504,700
16.31
89,700
23.16
(251,422
)
15.42
342,978
18.75
92,100
42.97
(62,600
)
20.50
372,478
24.44
(1)
Weighted averages
Table of Contents
Range of exercise prices ($)
9.75 to
21.87 to
20.22
47.10
Total
219,078
153,400
372,478
5.1
8.7
6.6
17.27
34.68
24.44
(1)
Weighted averages
45,258
36,984
29,502
23,131
15,868
55,975
206,718
Table of Contents
Table of Contents
Title
REI
Total
($000 Omitted)
2,113,952
68,907
2,182,859
1,449
3,460
4,909
27,061
3,964
31,025
130,024
3,190
133,214
1,151,563
41,790
1,193,353
2,160,364
78,666
2,239,030
1,843
3,752
5,595
21,535
3,705
25,240
187,435
12,068
199,503
988,384
43,483
1,031,867
1,706,733
71,119
1,777,852
2,063
1,398
3,461
18,545
2,838
21,383
145,059
8,801
153,860
Mar 31
June 30
Sept 30
Dec 31
($000 Omitted, except per share)
464,892
565,456
529,663
622,848
440,924
558,075
629,388
610,643
11,140
29,961
21,138
20,279
(1)
19,875
41,030
42,068
20,782
(1)
0.61
1.65
1.16
1.11
1.11
2.29
2.34
1.15
Table of Contents
(Parent Company)
Years ended December 31
2004
2003
2002
(In thousands)
$
477
$
516
$
816
11
36
418
488
552
1,234
3,120
846
284
3,618
4,044
3,610
796
243
70
7,534
5,133
3,964
(7,046
)
(4,581
)
(2,730
)
1,938
1,012
772
87,626
127,324
96,438
82,518
123,755
94,480
469,107
353,226
258,746
(478
)
(7,852
)
(7,874
)
$
543,295
$
469,107
$
353,226
Table of Contents
(continued)
(Parent Company)
December 31
2004
2003
(In thousands)
$
1,186
$
3,145
100
100
1,286
3,245
29,352
22,018
10,649
16,663
12,091
13,425
(69
)
(71
)
22,671
30,017
2,857
2,857
455
455
3,078
3,031
(699
)
(421
)
5,691
5,922
48
48
629,332
559,494
8,470
12,653
7,686
$
709,503
$
628,430
$
121
$
196
12,069
6,845
12,190
7,041
17,396
17,302
1,050
1,050
125,689
122,816
543,295
469,107
9,749
12,086
4,039
2,933
(3,905
)
(3,905
)
697,313
621,389
$
709,503
$
628,430
(1)
Includes undistributed earnings of subsidiaries of $560,096 in 2004 and
$480,322 in 2003.
Table of Contents
(continued)
(Parent Company)
Years ended December 31
2004
2003
2002
(In thousands)
$
7,017
$
(3,205
)
$
(1,685
)
31,861
15,951
19,799
(39,194
)
(28,205
)
(11,686
)
(46
)
(1,882
)
(4,209
)
(447
)
(100
)
(93
)
6,462
7,032
9,529
10,765
22,290
90
(11,733
)
(5,604
)
(11,382
)
(2,332
)
9,482
2,048
(7,852
)
(7,874
)
1,284
3,878
467
(76
)
(69
)
(64
)
(6,644
)
(4,065
)
403
(1,959
)
2,212
766
3,145
933
167
$
1,186
$
3,145
$
933
$
82,518
$
123,755
$
94,480
796
243
70
1,331
(12,459
)
9
5,553
5,345
(705
)
(87,626
)
(127,324
)
(96,438
)
(328
)
(183
)
(281
)
4,773
7,418
1,180
$
7,017
$
(3,205
)
$
(1,685
)
12
17
22
Table of Contents
(continued)
(Parent Company)
Table of Contents
SCHEDULE II
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2004
Col. A | Col. B | Col. C | Col. D | Col. E | ||||||||||||||||
Additions | Deductions | |||||||||||||||||||
Balance | Charged | Charged to | Balance | |||||||||||||||||
at | to | other | at | |||||||||||||||||
beginning | costs and | accounts | end | |||||||||||||||||
Description | of period | expenses | (describe) | (describe) | of period | |||||||||||||||
|
||||||||||||||||||||
Stewart Information Services
Corporation and subsidiaries:
|
||||||||||||||||||||
|
||||||||||||||||||||
Year ended December 31, 2002:
|
||||||||||||||||||||
Estimated title losses
|
$ | 202,544,380 | $ | 75,920,324 | $ | 35,000 | (C) | $ | 48,442,030 | (A) | $ | 230,057,674 | ||||||||
Allowance for uncollectible
amounts
|
4,664,470 | 2,223,000 | | 1,579,908 | (B) | 5,307,562 | ||||||||||||||
|
||||||||||||||||||||
Year ended December 31, 2003:
|
||||||||||||||||||||
Estimated title losses
|
230,057,674 | 94,826,566 | 1,182,000 | (C) | 57,977,311 | (A) | 268,088,929 | |||||||||||||
Allowance for uncollectible
amounts
|
5,307,562 | 2,522,000 | | 1,569,738 | (B) | 6,259,824 | ||||||||||||||
|
||||||||||||||||||||
Year ended December 31, 2004:
|
||||||||||||||||||||
Estimated title losses
|
268,088,929 | 100,840,539 | 227,000 | (C) | 68,406,954 | (A) | 300,749,514 | |||||||||||||
Allowance for uncollectible
amounts
|
6,259,824 | 2,600,000 | | 1,429,624 | (B) | 7,430,200 | ||||||||||||||
|
||||||||||||||||||||
Stewart Information Services
Corporation Parent:
|
||||||||||||||||||||
|
||||||||||||||||||||
Year ended December 31, 2002:
|
||||||||||||||||||||
Allowance for uncollectible
amounts
|
$ | 20,000 | | | $ | 294 | (B) | $ | 19,706 | |||||||||||
|
||||||||||||||||||||
Year ended December 31, 2003:
|
||||||||||||||||||||
Allowance for uncollectible
amounts
|
19,706 | $ | 53,415 | | 1,975 | (B) | 71,146 | |||||||||||||
Year ended December 31, 2004:
|
||||||||||||||||||||
Allowance for uncollectible
amounts
|
71,146 | | | 2,279 | (B) | 68,867 |
S-5
INDEX TO EXHIBITS
Exhibit
-
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)
-
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)
-
Rights of Common and Class B
Common Stockholders
(incorporated by reference to
Exhibits 3.1 and 3.2 hereto)
*
-
Summary of agreements as to
payment of bonuses to certain
executive officers
-
Deferred Compensation
Agreements dated March 10,
1986, amended July 24, 1990 and
October 30, 1992, between the
Registrant and certain
executive officers
(incorporated by reference in
this report from Exhibit 10.2
of the Annual Report on Form
10-K for the fiscal year ended
December 31, 1997)
-
Stewart Information Services
Corporation 1999 Stock Option
Plan (incorporated by reference
in this report from Exhibit
10.3 of the Annual Report on
Form 10-K for the fiscal year
ended December 31, 1999)
-
Stewart Information Services
Corporation 2002 Stock Option
Plan for Region Managers
(incorporated by reference in
this report from Exhibit 10.4
of the Quarterly Report on Form
10-Q for the quarter ended
March 31, 2002)
*
-
Code of Ethics for Chief
Executive Officers, Principal
Financial Officer and Principal
Accounting Officer
*
-
Subsidiaries of the Registrant
*
-
Consent of Independent
Registered Public Accounting
Firm, including consent to
incorporation by reference of
their reports into previously
filed Securities Act
registration statements
*
-
Certification of Co-Chief
Executive Officer pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002
*
-
Certification of Co-Chief
Executive Officer pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002
*
-
Certification of Chief
Financial Officer pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002
*
-
Certification of Co-Chief
Executive Officer pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
*
-
Certification of Co-Chief
Executive Officer pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
*
-
Certification of Chief
Financial Officer pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002
*
Filed herewith.
Management contract or compensatory plan.
Exhibit 10.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
Executive Officers Bonus Plans
December 31, 2004
The following summarizes the terms of the bonus arrangements approved by our Compensation Committee with respect to our executive officers:
MALCOLM S. MORRIS, as Chairman of the Board and Co-Chief Executive Officer, shall receive in addition to his salary, 1% on the first $20,000,000 of the consolidated income before taxes of Stewart Title Guaranty Company as reported to its stockholder, .75% of the pretax profits from $20,000,001 to $40,000,000, .50% of the pretax profits from $40,000,001 to $60,000,000 and .25% of the pretax profits exceeding $60,000,000. For the calendar year 2004, Mr. Malcolm S. Morris shall receive no less than $250,000 in bonus compensation.
STEWART MORRIS, JR., as President and Co-Chief Executive Officer, shall receive in addition to his salary, 1% on the first $20,000,000 of the consolidated income before taxes of Stewart Title Guaranty Company as reported to its stockholder, .75% of the pretax profits from $20,000,001 to $40,000,000, .50% of the pretax profits from $40,000,001 to $60,000,000 and .25% of the pretax profits exceeding $60,000,000. For the calendar year 2004, Mr. Stewart Morris, Jr. shall receive no less than $250,000 in bonus compensation.
CARLOSS MORRIS, as Chairman of the Executive Committee of Stewart Title Guaranty Company, shall receive in addition to his salary, 1% of the first $16,500,000 of the consolidated income before taxes of Stewart Title Guaranty Company as reported to its stockholder. For the calendar year 2004, Mr. Carloss Morris shall receive no more than $165,000 in bonus compensation.
STEWART MORRIS, as Chairman of the Executive Committee of Stewart Title Company, shall receive in addition to his salary, 1% of the first $16,500,000 of the consolidated income before taxes of Stewart Title Guaranty Company as reported to its stockholder. For the calendar year 2004, Mr. Stewart Morris shall receive no more than $165,000 in bonus compensation.
MAX CRISP, as Executive Vice President and Chief Financial Officer, shall receive in addition to his salary, .50% of the first $50,000,000 of the consolidated income before taxes of Stewart Title Guaranty Company as reported to its stockholder, .40% of the pretax profits from $50,000,001 to $75,000,000, .30% of the pretax profits from $75,000,001 to $100,000,000 and .20% of the pretax profits exceeding $100,000,000. For the calendar year 2004, Mr. Max Crisp shall receive no less than $135,000 in bonus compensation, and his bonus may not exceed 75% of the total base salary plus bonus earned by a Chief Executive Officer.
MATTHEW W. MORRIS, as Senior Vice President-Planning and Development, shall receive in addition to his salary, a minimum bonus of $75,000 for the calendar year 2004.
Exhibit 14.1
STEWART INFORMATION SERVICES CORPORATION
Code of Ethics for
Chief Executive Officers,
Principal Financial Officer
and Principal Accounting Officer
I. Introduction
The Companys success depends upon our reputation for honest and ethical conduct. Ethical handling of conflicts of interest between personal and professional relationships is vital to maintaining our reputation. Our financial strength and reputation for integrity requires complete and accurate financial and accounting records.
II. Definitions
Board means the Companys Board of Directors.
Code means this Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer.
Commission means the United States Securities and Exchange Commission.
Company means Stewart Information Services Corporation and its subsidiaries.
Covered Person means each of our Co-Chief Executive Officers, our Principal Financial Officer and our Principal Accounting Officer.
Ethics Officer means our General Counsel, As of the date set forth at the end of this Code of Ethics, our Ethics Officer is Michael B. Skalka. Esq., 1980 Post Oak Blvd., Suite 710, Houston. Texas 77056, telephone (713) 625-8247, email mskalka@stewart.com.
III. Application of this Code
This Code of Ethics applies to our Covered Persons. Such persons are also subject to other company policies, including the Stewart Code of Business Conduct and Ethics.
IV. Ethical Conduct
A. | Each Covered Person will act with honesty and integrity, avoiding conflicts of interest between his or her personal interests and those of the Company. Any material transaction or relationship that could reasonably be expected to give rise to such a conflict of interest shall be promptly reported to our Ethics Officer. To this end. and without limiting the foregoing, any actual or proposed transaction or series of similar transactions between a Covered Person and the Company that involves more than $60,000 during any fiscal year shall be promptly reported to our Ethics Officer. |
(continued)
Exhibit 14.1
(continued)
For purposes of this paragraph IV. A.. Covered Persons include a Covered Persons immediate family, including such persons spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and cohabitants. | ||||
Conflicts of interest include indirect as well as direct conflicts. For example, indirect conflicts of interest can arise from a Covered Persons position as a director of another corporation or organization which is a party to a transaction with the Company or from the direct or indirect ownership by a Covered Person of an equity interest in another company which is a party to the transaction. The purchase of a title policy or related services from the Company by a Covered Person, and any covered claim payment under a title policy, will not be deemed a transaction involving a conflict of interest. However, a Covered Person should not underwrite a title policy or settle his or her order own title claims. Any claim paid to a Covered Person should be reported to the Board. | ||||
Transactions involving actual and material conflicts of interest are prohibited unless approved by our Board. |
B. | In performance of his or her duties to the Company, each Covered Person will: |
1. | provide full, fair, timely, understandable and accurate disclosure to those involved in the preparation of reports and documents filed with or submitted to the Commission or in other public communications of the Company; | |||
2. | act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing his or her independent judgment to be subordinated; | |||
3. | use his or her best efforts to comply, and ensure that the Company complies, with applicable Company policies. governmental laws, rules and regulations; | |||
4. | share relevant information with those in the Company who need such information and use his or her best efforts to maintain reasonable levels of job skills that are important and relevant to the Companys needs; and | |||
5. | promote ethical behavior within the Company. |
V. Reporting of Violations
A. | Any person with knowledge or belief that a Covered Person has been involved in a possible violation of this Code of Ethics should promptly notify the Ethics Officer. A persons decision to bring the possible violation to the Companys attention will be taken into account as the matter is investigated. |
(continued)
Exhibit 14.1
(continued)
B. | There may be cases in which a person might want to report concerns about this Code anonymously or with confidentiality. To the extent practicable, the Company will keep reports confidential. If the reporting person is not identified, however, the Company might not be able to respond appropriately to the reported concern. Further, it may not be possible for the Company to proceed with the investigation without obtaining additional information from the reporting person or others. | |||
C. | A person reporting in good faith a suspected violation of this Code or asking questions about this Code or the Stewart Code of Business Conduct and Ethics will not be subject to retaliation for doing so. Good faith does not mean that a reported concern must be correct, but it does require that the reporting person be truthful when reporting a concern or asking a question, Retaliation, retribution or harassment against any employee who in good faith asks any questions or raises any concern regarding this Code is prohibited, Retaliatory or related conduct is grounds for discipline, up to and including termination. | |||
D. | The making of a report does not mean a violation has occurred. The Company will investigate each complaint, and the subject person will be presumed not to have violated this Code or the Stewart Code of Business Conduct and Ethics unless the investigation reveals that a violation has occurred. | |||
E. | Nothing in this Code is intended or shall operate to abrogate or limit the rights of Covered Persons under our Certificate of Incorporation, Bylaws or governing law, including without limitation the rights of indemnity and exoneration provided therein. |
VI. Disciplinary Process
A violation of this Code may result in disciplinary action up to, and including, termination and legal proceedings. Disciplinary actions under this Code must be approved by a majority of the members of our Board, excluding any members who are the subject of such actions.
VII. Waivers
Any waivers of this Code may be granted only by our Board and shall be promptly reported as required by law. No Covered Person may participate in Board deliberations with respect to any waiver that affects such Covered Person.
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
State of
Name of Subsidiary
Incorporation
Stewart Title of Mobile, Inc.
Alabama
Stewart Title of Anchorage
Alaska
Arkansas Title Insurance Company
Arkansas
Bromstad Abstract
Arkansas
First Arkansas Title Company
Arkansas
Landata Inc. of Arkansas
Arkansas
McDonald Abstract and Title Company
Arkansas
Roy Pugh Abstract
Arkansas
Tucker Abstract
Arkansas
Ultima Corporation
Arkansas
Citizens Title & Trust
Arizona
Southern Arizona Title & Insurance Agency
Arizona
Stewart National Title Services
Arizona
Stewart Title & Trust of Phoenix, Inc.
Arizona
Stewart Title & Trust of Tucson
Arizona
Affiliated Escrow
California
API Properties Corporation
California
Asset Preservation, Inc.
California
Bay Area Title
California
California Land Title of Marin
California
Celebrity Escrow
California
Consolidated Title
California
Cuesta Title Offices
California
GlobeXplorer, LLC
California
GPMD, Inc.
California
Granite Bay Holding Corp.
California
Granite Properties, Inc.
California
Integrated Escrow
California
Inter City
California
Landata, Inc. of Los Angeles
California
Landata, Inc. of the West Coast
California
Quantum Leap Realty dba Realty Assist
California
Santa Cruz Title Company
California
Stewart Insurance and Financial
Services, LLC.
California
Stewart Office Solutions
California
Stewart Online Documents Mortgage Documents
California
Stewart Title of California, Inc.
California
Stewart Valuations
California
WTI Properties, Inc.
California
Advanced Title of Denver
Colorado
Blue Stone Title, LLC.
Colorado
Cornell Title, LLC
Colorado
DTC Title, LLC
Colorado
First Nationwide Title, LLC
Colorado
Platte Valley Title
Colorado
Stewart Title of Aspen, Inc.
Colorado
Stewart Title Company of Colorado Springs
Colorado
Stewart Title of Denver, Inc.
Colorado
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
(continued)
State of
Name of Subsidiary
Incorporation
All State Title, L.L.C
Colorado
Stewart Title of Eagle County, Inc.
Colorado
Stewart Title of Glenwood Springs, Inc.
Colorado
Stewart Title of Larimer County, Inc.
Colorado
Stewart Title of Leadville
Colorado
Stewart Loan Services
Colorado
Stewart Title of Pueblo
Colorado
Stewart Title of Steamboat Springs
Colorado
Stewart Water Information, L.L.C
Colorado
Stewart Water Information, L.L.C
Colorado
Tamarac Title, LLC
Colorado
Stewart Title of Delaware
Delaware
Aaction Title Agency, Inc.
Florida
Allied Title
Florida
Bay Title Services, Inc.
Florida
Closing Pros
Florida
Complete Title of Cape Coral, LLC
Florida
Diversified Title LLC
Florida
Executive Title
Florida
Florida Paradise Title
Florida
Key America Title
Florida
Lee Island Title, LLC
Florida
Manatee-Pinellas Title Company
Florida
MLS Title, LLC
Florida
New Century Title of Orlando
Florida
New Century Title of Sarasota
Florida
New Century Title of Tampa
Florida
New Century Title Services, LLC
Florida
Pace Title Company, LLC
Florida
Pasadena Title Company
Florida
Premier Title Affiliates
Florida
Secure Close Title Company LLC
Florida
Stewart Approved Title, Inc.
Florida
Stewart Insurance Services, Inc.
Florida
Stewart Management Services
Florida
Stewart Properties of Tampa
Florida
Stewart River City Title
Florida
Stewart Title Company of Sarasota, Inc.
Florida
Stewart Title of Clearwater, Inc.
Florida
Stewart Title of the Four Corners
Florida
Stewart Title of Jacksonville, Inc.
Florida
Stewart Title of Martin County
Florida
Stewart Title of Northwest Florida
Florida
Stewart Title of Orange County, Inc.
Florida
Stewart Title of Pinellas, Inc.
Florida
Stewart Title of Polk County, Inc.
Florida
Stewart Title of Tallahassee, Inc.
Florida
Stewart Title of Tampa
Florida
Stewart Title Today, LLC
Florida
ST FLA Acquisition Co
Florida
SureClose of Florida, Inc.
Florida
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
(continued)
State of
Name of Subsidiary
Incorporation
Title Assurance Services, LLC
Florida
United Southern Title
Florida
Stewart Title Company of Boise, Inc.
Idaho
Stewart Title of Canyon County
Idaho
Stewart Title of Coeur dAlene, Inc.
Idaho
Landata, Inc of Illinois
Illinois
Land Title Group, LLC
Illinois
Leadership Zone
Illinois
Stewart Title Company of Illinois
Illinois
Stewart Title of Elkhart County
Indiana
Stewart Title Services of Central Indiana
Indiana
Stewart Title Services of Hancock County
Indiana
Stewart Title Services of Indiana, Inc.
Indiana
Stewart Title Services of Northwest Indiana, LLC
Indiana
Title Search Services, LLC
Indiana
McPherson County Abstract & Title Company, Inc.
Kansas
Stewart Title of Louisiana, Inc.
Louisiana
Preferred Title, LLC
Maine
Affordable Title Services, LLC
Maryland
Cambridge Landata, Incorporated
Maryland
Smart Choice Settlements of Maryland
Maryland
Stewart Title Group, LLC
Maryland
Stewart Title of Maryland
Maryland
Choice Title, LLC
Michigan
Stewart Title of Detroit, Inc.
Michigan
Title Giant
Michigan
Advantage Title LLC
Minnesota
Stewart Title of Minnesota, Inc.
Minnesota
STM Holding
Minnesota
Stewart Title of Mississippi
Mississippi
CBKC Title & Escrow, LLC
Missouri
CBKC Title Holding
Missouri
Clinton County Title and Abstract
Missouri
Gold Title Agency, LLC
Missouri
Lenders Title, LP
Missouri
Lenders Title Management
Missouri
Platte County Title and Abstract Company
Missouri
Platte Valley Title Co
Missouri
Stewart Title, Inc.
Missouri
SureClose of Kansas City
Missouri
Stewart Title of Billings
Montana
Stewart Title of Bozeman, LLC
Montana
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
(continued)
State of
Name of Subsidiary
Incorporation
Stewart Title of Darby
Montana
Stewart Title of Great Falls, LLC
Montana
Stewart Title of Madison County
Montana
Stewart Title of Montana
Montana
Stewart Title of Carson
City
Nevada
Stewart Title of Douglas County
Nevada
Stewart Title of Fallon
Nevada
Stewart Title of Nevada
Nevada
Stewart Title of Northern Nevada
Nevada
Stewart Title of Northeastern Nevada
Nevada
Accredited Title
New Hampshire
Classic Title, LLC
New Hampshire
Diversified Closing Services, Inc.
New Hampshire
East Coast Title
New Hampshire
First Principle Title Services, LLC
New Hampshire
Integrity Title, LLC
New Hampshire
Opus Title, LLC
New Hampshire
Professional Title Agency
New Hampshire
Stewart Title of Northern New England
New Hampshire
Preferred Title
New Hampshire
Jersey Stewart Title
New Jersey
Parsippany-Stewart Title Agency, LLC
New Jersey
Stewart-Princeton Abstract
New Jersey
Stewart Title of Central Jersey, Inc.
New Jersey
Your Town Title Agency
New Jersey
Santa Fe Abstract Limited
New Mexico
Stewart Title Limited
New Mexico
Stewart Title of Valencia
New Mexico
Stewart Title Insurance Company
New York
Title Associates of New York
New York
Stewart Title of North Carolina, Inc.
North Carolina
Stewart Title of the Carolinas, LLC
North Carolina
Stewart Title of the Piedmont
North Carolina
Union Commerce Title Company LLC
North Carolina
Red River Title Services
North Dakota
Ace Title Agency
Ohio
Advance Land Title
Ohio
Agency Title, Ltd
Ohio
Logan Title Agency, LLC
Ohio
Merit Title Agency
Ohio
National Land Title Insurance Company
Ohio
Presidential Title Agency
Ohio
Public Title
Ohio
RCS Title Agency, LLC
Ohio
SSC Title Agency, LLC
Ohio
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
(continued)
State of
Name of Subsidiary
Incorporation
Stewart Fine Homes Title Agency LLC
Ohio
Stewart Home Builders Title Agency LLC
Ohio
Stewart Home First Title Agency LLC
Ohio
Stewart Insurance Group, Ltd
Ohio
Stewart New Home Title
Ohio
Stewart Residential
Ohio
Title Resources, LLC
Ohio
Stewart Service Center
Ohio
Stewart Stoneridge Title
Ohio
Stewart Title Agency of Columbus, Ltd
Ohio
Stewart Title Agency of Eastern Central Ohio
Ohio
Stewart Title Agency of Licking County
Ohio
Stewart Title Agency of Ohio, Inc.
Ohio
STMI Title
Ohio
Vanguard Title Agency of Ohio, LLC
Ohio
Carter County Abstract Company, Inc.
Oklahoma
Stewart Abstract & Title Co. of Oklahoma
Oklahoma
Stewart Business Information
Oklahoma
Stewart Title Insurance Company of Oregon
Oregon
Stewart Title of Oregon
Oregon
Americlose, LLC
Pennsylvania
Stewart Title of Rhode Island, Inc.
Rhode Island
Abstract Title, Inc.
Tennessee
Acceptance Title
Tennessee
Castleman Title & Escrow, LLC
Tennessee
Cumberland
Tennessee
Elite Title
Tennessee
First Data Systems, Inc.
Tennessee
Legal Title and Escrow
Tennessee
National Land Title Services, Inc.
Tennessee
Performance Title
Tennessee
Professional Title, LLC
Tennessee
Stewart JSDI Title Agency
Tennessee
Stewart Title Affiliate Agency
Tennessee
Stewart Title of Tennessee
Tennessee
Stewart Title of Western Tennessee
Tennessee
Summit Land Title
Tennessee
Sykes Title
Tennessee
Title Connection
Tennessee
United Title
Tennessee
Advance Title Company
Texas
Chadco
Texas
DH Title Company, LLC
Texas
Dominion Title LLC
Texas
Dominion Title of Dallas
Texas
East-West, Inc.
Texas
Electronic Closing Services, Inc.
Texas
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
(continued)
State of
Name of Subsidiary
Incorporation
Fulghum, Inc.
Texas
GC Acquisition, Inc.
Texas
General American Resources
Texas
GESS Management LLC
Texas
GESS Investments LP
Texas
Gracy Title Co., L.C
Texas
Landata Group, Inc.
Texas
Landata Site Services
Texas
Landata Systems, Inc.
Texas
Landata Technologies
Texas
MTH Title Company
Texas
Medina County Abstract Company, Inc.
Texas
Millennium Title
Texas
National Order Center
Texas
NETC Title Company, LLC
Texas
Ortem Investments, Inc.
Texas
Powers Title, LLC
Texas
Premier Title of Dallas
Texas
Premier Title, L.C.
Texas
Primero, Inc.
Texas
Priority Title Dallas
Texas
Priority Title Houston
Texas
Professional Real Estate Tax Service, LLC
Texas
Realty Bid
Texas
REI Data, Inc.
Texas
S&S Title LLC
Texas
Southland Information
Texas
StarTex Title
Texas
Stewart Default Solutions, Inc.
Texas
Stewart Financial Services
Texas
Stewart Information International, Inc.
Texas
Stewart Investment Services Corporation
Texas
Stewart Management Information, Inc.
Texas
Stewart Mortgage Information Company
Texas
Stewart Title Austin, Inc.
Texas
Stewart Title Company
Texas
Stewart Title of Cameron County
Texas
Stewart Title Company of Rockport, Inc.
Texas
Stewart Title Guaranty Company
Texas
Stewart Title of Eagle Pass
Texas
Stewart Title of Lubbock, Inc.
Texas
Stewart Title of Corpus Christi
Texas
Stewart Title of Midland, LLC
Texas
Stewart Title North Texas, Inc.
Texas
Stewart Transaction Solutions, Inc.
Texas
Stewart Solutions
Texas
Stewart Title of Texarkana
Texas
Stewart Title of Wichita Falls
Texas
Stewart Transfer Services
Texas
Stewart UAM, Inc.
Texas
Strategic Title Company, LLC
Texas
Titles, Inc.
Texas
Exhibit 21.1
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
(continued)
State of
Name of Subsidiary
Incorporation
Bonneville Title
Utah
Cornerstone Title Services, Inc.
Utah
Realty Services
Utah
Superior Title
Utah
Automated Title Solutions, LLC
Virginia
Cedar Run Title &
Abstract
Virginia
Kanawha Land Title Services, LLC
Virginia
Land Title Insurance
Virginia
Land Title Research, Inc.
Virginia
Lynnhaven Title Agency, LLC
Virginia
Signature & Stewart
Settlements, L.C.
Virginia
Smart Settlements, L.C.
Virginia
Stewart Title and Escrow, Inc.
Virginia
Stewart Title & Settlement Services, Inc.
Virginia
Stewart Title of Mountain View, LLC
Virginia
Stewart Title of Shenandoah Valley, L.C.
Virginia
Trey Title, LLC
Virginia
Valley Oaks, LLC
Virginia
Charter Title Insurance Company
Washington
Real Property Information, Inc.
Washington
Security Building
Washington
Security Title
Washington
Spokane
Washington
Stewart Title of Bellingham
Washington
Stewart Title of Snohomish County
Washington
Stewart Title of Tacoma, Inc.
Washington
Stewart Title of Washington
Washington
Stewart Title of Western Washington
Washington
Whitman County
Washington
Accurate Title
Wisconsin
Sheboygan Title Services, Inc.
Wisconsin
Homeowners Closing Services
Wisconsin
INTERNATIONAL
Hato Rey Insurance Agency, Inc.
Puerto Rico
Landata Inc. of Belize
Belize
San Juan Abstract Company
Puerto Rico
SII- Hungary
Hungary
Stewart Costa Rica
Costa Rica
Stewart Dominica
Dominican Republic
Stewart International Informacije
Slovenia
Stewart International Sro
Czech Republic
Stewart International Sro
Slovakia
Stewart International Sp. Z o. o
Poland
Stewart Korea, Ltd
Korea
Stewart Romania
Romania
Stewart Title Insurance Company
Canada
Stewart Title Guaranty de Mexico, ABC
Mexico
Stewart Title Limited Australian Branch
Australia
Stewart Title United Kingdom
United Kingdom
Turkey, ST
Turkey
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
We consent to incorporation by reference in the registration statements (No. 33-59747, No.
33-62535, No. 333-03981, No. 333-24075, No. 333-65971, No. 333-77579 and No. 333-88708) on Form S-8
and the registration statement (No. 333-58022) on Form S-3 of Stewart Information Services
Corporation of our reports dated March 10, 2005, with respect to the consolidated balance sheets
of Stewart Information Services Corporation and subsidiaries as of December 31, 2004 and 2003, and
the related consolidated statements of earnings, retained earnings and comprehensive earnings, and
cash flows for each of the years in the three-year period ended December 31, 2004, and all related
financial statement schedules, managements assessment of effectiveness of internal control over
financial reporting as of December 31, 2004 and the effectiveness of internal control over
financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 Annual
Report on Form 10-K of Stewart Information Services Corporation.
Our report refers to a change in the method of accounting for
goodwill and intangibles in 2002.
/s/ KPMG LLP
Houston, Texas
Stewart Information Services Corporation
March 10, 2005
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 annual report on Form 10-K 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 registrants 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 15d-15(f)) for the registrant and have:
5. The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
Dated: March 11, 2005
(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 registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(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
registrants 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 registrants internal control over financial reporting.
/s/ Malcolm S. Morris
Malcolm S. Morris
Title: Co-Chief Executive Officer and
Chairman of the Board of Directors
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 the annual report on Form 10-K 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 registrants 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 15d-15(f)) for the registrant and have:
5. The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
Dated: March 11, 2005
(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 registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(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
registrants 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 registrants internal control over financial reporting.
/s/ Stewart Morris, Jr.
Stewart Morris, Jr.
Title: Co-Chief Executive Officer,
President and Director
Exhibit 31.3
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Max Crisp, certify that:
1. I have reviewed the annual report on Form 10-K 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 registrants 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 15d-15(f)) for the registrant and have:
5. The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):
Dated: March 11, 2005
(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 registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over financial
reporting; and
(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
registrants 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 registrants internal control over financial reporting.
/s/ Max Crisp
Max Crisp
Title: Executive Vice President and
Chief Financial Officer, Secretary-
Treasurer, Director and
Principal Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
In connection with the Annual Report of Stewart Information Services Corporation (the Company) on
Form 10-K for the period ending December 31, 2004 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: March 11, 2005
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.
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
CERTIFICATION PURSUANT TO
In connection with the Annual Report of Stewart Information Services Corporation (the Company) on
Form 10-K for the period ending December 31, 2004 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: March 11, 2005
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.
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.3
CERTIFICATION PURSUANT TO
In connection with the Annual Report of Stewart Information Services Corporation (the Company) on
Form 10-K for the period ending December 31, 2004 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: March 11, 2005
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.
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002