1 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] --------------- For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] --------------- For the transition period from __________ to __________ Commission file number 1-12688 STEWART INFORMATION SERVICES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-1677330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1980 POST OAK BLVD., HOUSTON, TEXAS 77056 (Address of principal executive offices) (Zip Code) Registrant's 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 [X] No [ ] 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. [X] As of March 3, 2000, 13,679,806 shares of Common Stock, $1 par value, and 1,050,012 shares of Class B Common Stock, $1 par value, were outstanding. The aggregate market value as of such date of the Common Stock (based upon the closing sales price of the Common Stock, as reported by the NYSE on March 3, 2000 of Stewart Information Services Corporation) held by non-affiliates of the Registrant was approximately $184,677,381. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement (the "Proxy Statement"), relating to the annual meeting of the Registrant's stockholders to be held May 1, 2000, are incorporated by reference in Parts III and IV of this document. - --------------------------------------------------------------------------------
2 FORM 10-K ANNUAL REPORT YEAR ENDED DECEMBER 31, 1999 TABLE OF CONTENTS <TABLE> <CAPTION> PART I ITEM NO. PAGE ---- ---- <S> <C> <C> 1. Business ................................................................................. 1 2. Properties ............................................................................... 4 3. Legal Proceedings ........................................................................ 5 4. Submission of Matters to a Vote of Security Holders ...................................... 5 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters .................... 6 6. Selected Financial Data .................................................................. 7 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .... 7 7A. Quantitative and Qualitative Disclosures About Market Risk ............................... 10 8. Financial Statements and Supplementary Data .............................................. 11 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 11 PART III 10. Directors and Executive Officers of the Registrant ....................................... 12 11. Executive Compensation ................................................................... 12 12. Security Ownership of Certain Beneficial Owners and Management ........................... 12 13. Certain Relationships and Related Transactions ........................................... 12 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ......................... 13 Signatures ............................................................................... 14 </TABLE>
3 P A R T I ITEM 1. BUSINESS Stewart's primary business is title insurance. Stewart issues policies through more than 4,700 issuing locations on homes and other real property located in all 50 states, the District of Columbia and several foreign countries. Stewart also sells computer-related services and information, as well as mapping products and geographic information systems, to domestic and foreign governments and private entities. The Company's 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 agents, throughout the United States. The operations in the several international markets in which the Company does business are generally insignificant to consolidated results. The financial information related to these segments is discussed in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and is incorporated herein by reference. 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, what debts are owed on it and what the title policy coverage will be. 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 a deed to the new owner. The buyer 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 new owner. Title policies. Lenders in the USA 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 the assurance given in their policy against claims that may arise against their ownership. 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 losses and events in the future. In contrast, title insurance seeks to eliminate most risks through the examination and settlement process. Investments. The Company has established policies and procedures to manage its exposure to changes in the fair value of its investments. These policies include an emphasis on credit quality, management of portfolio duration, maintaining or increasing investment income through high coupon rates and actively managing profile and security mix depending on market conditions. The Company has classified all of its investments as available-for-sale. Losses. Losses on policies 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 agents of unauthorized coverages and other legal issues. Some claimants seek damages in excess of policy limits. Such claims are based on various legal theories usually alleging misrepresentation by an issuing office. Although the Company vigorously defends against spurious claims, it has from time to time incurred a loss in excess of policy limits. 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. -1-
4 Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. For losses under $750,000 each, the Company estimates the aggregate amount that will be paid in future years on title policies issued in the current year. The estimated amount is charged to earnings currently (when the related revenues are recognized). In making the estimates, the Company uses, among other things, moving average ratios of recent actual policy loss payment experience, net of recoveries, to premium revenues. Policy losses in excess of $750,000 each are individually evaluated. A reserve for incurred but not reported major losses is also maintained. Escrow and other losses incurred in office operations are accounted for separately. Amounts shown as the Company's estimated liability for future loss payments are continually reviewed for reasonableness and adjusted as appropriate. 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 market 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. Selected information for the national real estate industry follows (1999 amounts are preliminary): <TABLE> <CAPTION> 1999 1998 1997 ------ ------ ------ <S> <C> <C> <C> Housing starts - millions .................. 1.67 1.62 1.48 Housing resales - millions ................. 5.18 4.96 4.38 Housing resales - median sales price in $ thousands .............................. 133.0 128.0 121.4 </TABLE> 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 Stewart's title revenues in any of the last three years. Titles insured included residential and commercial properties, undeveloped acreage, farms and ranches. 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 the 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 is an important factor in maintaining and increasing the Company's agency network. Out of the nation's top five title insurers, Stewart earned the highest ratings awarded by the industry's leading rating companies. Stewart received an A" from Demotech, Inc., an A2 from Moodys and an A+ from Lace Financial and Duff & Phelps. Market share. Estimating a title insurer's market share is difficult. Based on unconsolidated statutory net premiums written for 1998 (1999 amounts are not available), Stewart Title Guaranty Company ("Guaranty") is one of the leading individual title insurers in America. Competitors include (names are abbreviated) Chicago Title, Fidelity, First American, Land America and Old Republic. As do most title insurers, Stewart also competes with abstractors, attorneys who issue title opinions and attorney-owned title insurance bar funds. A number of home builders, financial institutions, real estate brokers and others own or control title insurance agents, some of which issue policies underwritten by Guaranty. This "controlled" business also provides competition for Stewart's agents. Offices. The number of locations issuing Stewart policies was 4,789 at December 31, 1999, compared to 4,249 a year earlier and 3,798 two years earlier. Of these totals 4,425, 3,933 and 3,517 were independent agents at December 31, 1999, 1998, and 1997, respectively. -2-
5 Regulations. Title insurance companies are subject to extensive state regulations covering rates, agent 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 transaction. Kickbacks and similar practices are prohibited by certain state and federal laws. REAL ESTATE INFORMATION The real estate information segment provides services to the real estate and mortgage industries primarily through the electronic delivery of services needed for settlement. These services include title reports, flood determinations, property appraisals, document preparation, credit reports and other real estate information. In addition, this segment includes services related to tax-deferred exchanges, surveys, the accounting and operating systems of title agents and government authorities and the construction of title plants. Factors affecting revenues. As in the title segment, REI revenues are also closely related to the level of activity in the real estate market. Customers. The REI segment includes both mortgage services ancillary to the settlement process as well as providing technology to facilitate the electronic preparation and delivery of real estate information. The primary sources of REI business are lenders. Other customers include title offices, real estate brokers, attorneys, municipalities and courthouses. No one customer was responsible for as much as ten percent of Stewart's REI revenues in any of the last three years. The most important factor affecting customer acceptance and market share growth is superior customer service. Similar to the title operations, the real estate information being provided by the companies in this segment are a part of the closing process which is driven by personal schedules and the interest and other costs associated with the delays in the settlement. GENERAL Technology. Stewart's 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. In the past, an order typically required several individuals to search the title, retrieve and review documents and finally create the actual commitment. Today, one person can receive the order electronically and, on the same screen, view the prior file, examine the index of documents, retrieve and review electronically stored documents, prepare the commitment and deliver the product on a normal subdivision file. Trademarks. Stewart has developed numerous automation products and processes which are crucial to both its title and REI segments. These systems automate most facets of the real estate transaction. Among these trademarked products and processes are AIM(R), Landata Title Plant(R), LANDSCAN(R), RESource(R), single seat technology(TM), StarNet(R) and Virtual Underwriter(R). Employees. Stewart and its subsidiaries employed approximately 5,751 people at December 31, 1999. -3-
6 ITEM 2. PROPERTIES The Registrant and its wholly-owned subsidiary, Stewart Title Guaranty Company and its subsidiaries ("Guaranty"), own or lease the following properties: The following table sets forth information about the Registrant's other principal properties: <TABLE> <CAPTION> Location Type Use Size Acquired In - -------------------------- ---------------------- ------------------- -------------- ----------- <S> <C> <C> <C> <C> Houston, Texas Leased office building Executive office of 248,427 sq. ft. (1) the Registrant and Guaranty Los Angeles, California Leased office building Office of Guaranty 37,406 sq. ft. (1) Houston, Texas Leased office building Office of Guaranty 26,420 sq. ft. (2) Dallas, Texas Leased office building Office of Guaranty 25,921 sq. ft (3) Riverside, California Leased office building Office of Guaranty 20,968 sq. ft. (4) San Antonio, Texas Leased office building Office of Guaranty 20,864 sq. ft. (5) San Diego, California Leased office building Office of Guaranty 20,020 sq. ft. (6) Concord, California Leased office building Office of Guaranty 18,916 sq. ft. (1) Colorado Springs, Colorado Leased office building Office of Guaranty 16,000 sq. ft. (2) Denver, Colorado Leased office building Office of Guaranty 15,935 sq. ft. (2) Oklahoma City, Oklahoma Leased office building Office of Guaranty 14,795 sq. ft. (4) Austin, Texas Leased office building Office of Guaranty 14,278 sq. ft. (2) Galveston, Texas Owned office building Office of Guaranty 50,000 sq. ft. 1905 San Antonio, Texas Owned office building Office of Guaranty 26,769 sq. ft. 1980 & 1982 Phoenix, Arizona Owned office building Office of Guaranty 24,459 sq. ft. 1981 Tucson, Arizona Owned office building Office of Guaranty 24,000 sq. ft. 1974 Phoenix, Arizona Owned office building Office of Guaranty 17,500 sq. ft. 1985 </TABLE> - -------------------- (1) These leases terminate in 2004. (2) These leases terminate in 2001. (3) This lease terminates in 2009. (4) These leases terminate in 2003. (5) This lease terminates in 2005. (6) This lease terminates in 2000. The Registrant leases offices at approximately 395 locations. The average term for all such leases is approximately four years. The leases expire from 2000 to 2009. The Registrant believes it will not have any difficulty obtaining renewals of leases as they expire or, alternatively, leasing comparable property. The aggregate annual rental expense under all leases was approximately $28,194,000. All buildings and equipment owned or leased by the Registrant are considered by the Registrant to be well maintained, adequately insured and generally sufficient for the Registrant's purposes. Substantially all of the Registrant's owned real property above is subject to mortgages. -4-
7 ITEM 3. LEGAL PROCEEDINGS The Registrant is a party to routine lawsuits incidental to its business, most of which involve 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 agent of the Registrant. The Registrant does not expect that any of these proceedings will have a material adverse effect on its financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. -5-
8 P A R T II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol "STC". The following table sets forth the high and low sales prices of the Common Stock for each fiscal period indicated, as reported by NYSE, and the amount of cash dividends paid per share. Amounts are restated for a two-for-one stock split in May 1999. <TABLE> <CAPTION> HIGH LOW DIVIDENDS ---- --- --------- <S> <C> <C> <C> 1999: First quarter ........................... 31.38 15.25 .04 Second quarter .......................... 21.94 15.50 .04 Third quarter ........................... 23.00 15.50 .04 Fourth quarter .......................... 18.25 10.25 .04 1998: First quarter ........................... 16.13 14.25 .035 Second quarter .......................... 26.94 15.16 .035 Third quarter .......................... 33.88 21.50 .035 Fourth quarter .......................... 29.38 22.50 .035 </TABLE> The Company has paid regular quarterly cash dividends on its Common Stock since 1972. The Company's Certificate of Incorporation provides that no cash dividends may be paid on the Class B Common Stock. The Board of Directors has approved a plan to repurchase up to 5 percent (680,000 shares) of the Company's currently issued and outstanding Common Stock. The Board also determined that the Company's regular quarterly dividend should be discontinued in favor of returning those and additional funds to stockholders through the stock purchase plan. The number of shareholders of record as of December 31, 1999 was 2,513. As of March 3, 2000, the price of one share of the Company's Common Stock was $13.50. -6-
9 ITEM 6. SELECTED FINANCIAL DATA (Ten year summary) <TABLE> <CAPTION> 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 ------- ------ ------ ------ ------ ------ ------ ------ ------ ------ In millions of dollars <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> Total revenues ........................ 1,071.3 968.8 708.9 656.0 534.6 611.1 683.6 540.7 385.5 374.0 Title segment: Operating revenues ............... 991.6 899.7 657.3 609.4 496.0 599.5 672.9 530.3 372.3 363.0 Investment income ................ 20.3 18.5 15.9 14.5 13.6 12.4 10.3 10.3 11.1 11.0 Investment gains (losses) ........ 0.3 0.2 0.4 0.1 1.0 (0.8) 0.4 0.1 2.1 -- Total revenues ................... 1,012.2 918.4 673.6 624.0 510.6 611.1 683.6 540.7 385.5 374.0 Pretax earnings .................. 43.6 73.2 29.2 22.5 10.8 13.8 37.6 21.2 1.1 0.9 REI segment: (1) Revenues ......................... 59.0 50.4 35.3 32.0 24.0 Pretax earnings .................. 3.0 3.1 (5.5) 0.4 (0.1) Title Loss provisions ................. 44.2 39.2 29.8 33.8 29.6 40.2 58.6 54.1 40.7 38.2 % to title operating revenues .... 4.5 4.4 4.5 5.6 6.0 6.7 8.7 10.2 10.9 10.5 Net earnings (2) ...................... 28.4 47.0 15.3 14.4 7.0 9.7 23.7 14.6 1.7 0.2 Cash flow from operations ............. 57.9 86.5 36.0 38.3 20.6 27.7 54.3 36.3 18.6 11.0 Total assets .......................... 535.7 498.5 417.7 383.4 351.4 325.2 313.9 251.9 219.1 201.3 Long-term debt ........................ 6.0 8.9 11.4 7.9 7.3 2.5 3.0 4.2 6.8 6.6 Stockholders' equity (3) .............. 284.9 260.4 209.5 191.0 174.9 156.4 156.2 128.6 114.8 113.9 Per share data (4) Average shares-diluted (in millions) ......................... 14.6 14.2 13.8 13.5 12.7 12.5 12.4 12.2 12.2 12.2 Net earnings-basic (2) ................ 1.96 3.37 1.12 1.08 0.56 0.78 1.93 1.20 0.14 0.01 Net earnings-diluted (2) .............. 1.95 3.32 1.11 1.07 0.55 0.77 1.90 1.20 0.14 0.01 Cash dividends ........................ 0.16 0.14 0.13 0.12 0.11 0.10 0.09 0.08 0.07 0.12 Stockholders' equity (3) .............. 19.39 18.43 15.17 14.17 13.68 12.59 12.69 10.55 9.42 9.35 Market price High ............................. 31.38 33.88 14.63 11.32 11.25 10.71 10.17 7.25 4.84 6.17 Low .............................. 10.25 14.25 9.38 9.82 7.57 7.19 6.25 4.34 2.59 2.25 Year end ......................... 13.31 29.00 14.50 10.38 10.75 7.69 10.00 6.84 4.59 2.63 </TABLE> (1) Prior to 1995, segment operations for real estate information services were not reported separately from title operations and were less significant. (2) Includes the following items, after providing for income taxes: 1997 - a writedown of goodwill of $1.2 million, or $.09 per share. 1992 - a reserve established for title losses over ten years old of $2.2 million, or $.18 per share. 1991 - a fresh start tax credit of $1.3 million, or $.11 per share. (3) Includes unrealized gains and losses upon adoption of FAS 115 in 1993. (4) Restated for two-for-one stock split in May 1999 and a three-for-two stock split in April 1994, effected as stock dividends. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A comparison of the results of operations of the Company for 1999 with 1998 and 1998 with 1997 follows. GENERAL. The Company's two segments of operations are title and real estate information. In general, the principal factors that contribute to increases in the Company's operating revenues include declining mortgage interest rates (which usually increase home sales and refinancing transactions), rising home prices, higher premium rates, increased market share, additional revenues from new offices and increased revenues from commercial transactions. Although relatively few in number, large commercial transactions typically yield higher premiums. Mortgage interest rates, in the early months of 1997, rose but then began a fairly steady decline in May 1997 and fell each month that followed. In 1998 rates rose slightly above 7% during the first half of the year, but stayed just below 7% for the rest of the year. In 1999 rates rose gradually to just over 8% by the end of the year. -7-
10 Operating in these mortgage interest rate environments and a strong general economy, real estate activity began to increase in late 1997. Existing home sales moved to record levels in the last quarter of 1997. Strong activity in home sales continued throughout 1998. Refinancing transactions rose in the last month of 1997 and in the first quarter of 1998 to record levels, decreased in the second and third quarters and then increased significantly to still another record level in the fourth quarter of 1998. In 1999 existing home sales remained strong, while refinancing transactions dropped significantly during the second half of the year. TITLE REVENUES. The Company's revenues from premiums, fees and other revenues increased 10.2% in 1999 over 1998 and 36.9% in 1998 over 1997. The number of title orders opened and closed by the Company and the average revenue per order closed follow (agent operations and certain other income have been excluded). <TABLE> <CAPTION> 1999 1998 1997 ------ ------ ------ <S> <C> <C> <C> Number of orders opened (000s) ....... 430 510 331 Number of orders closed (000s) ....... 331 368 247 Average revenue per order closed ..... $1,082 $ 960 $ 979 </TABLE> Total closings decreased 10.1% in 1999 and increased 49.0% in 1998. The average revenue per closing increased 12.7% in 1999 and decreased 1.9% in 1998. The average rate was increased by higher home prices, offset in 1998 by a large number of refinancings with their lower premiums. A 3% reduction in Texas title premium rates became effective August 1, 1998. However, the Company is experiencing new home equity business in Texas that did not exist before 1998. There were no other major revenue rate changes in 1999 or 1998. TITLE REVENUES BY STATE. The approximate amounts and percentages of consolidated title revenues for the last three years were: <TABLE> <CAPTION> Amounts ($ millions) Percentages 1999 1998 1997 1999 1998 1997 ---- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> <C> Texas .......................... 167 162 116 17 18 18 California ..................... 158 156 123 16 17 19 New York ....................... 73 67 51 7 7 8 Florida ........................ 72 67 47 7 8 7 All Others ..................... 522 448 320 53 50 48 --- --- --- -- -- -- 992 900 657 100 100 100 === === === === === === </TABLE> REI REVENUES. Real estate information revenues were $59.0 million in 1999, $50.4 million in 1998 and $35.3 million in 1997. The increases in 1999 and 1998 were primarily due to a significant number of new businesses started and additional income earned from existing operations. These increases were partially offset by a decrease in business volume due to increases in mortgage interest rates. Real estate information profits were reduced by a $1.3 million pretax charge resulting from the settlement of a lawsuit during 1999. INVESTMENTS. Investment income increased 9.6% in 1999 and 16.2% in 1998 primarily because of increases in average balances invested. Investment gains in 1999, 1998 and 1997 were realized as part of the ongoing management of the investment portfolio for the purpose of improving performance. AGENT RETENTION. Premiums earned from agents were $629.5 million in 1999, $545.1 million in 1998 and $413.0 million in 1997. The amounts retained by agents, as a percentage of premiums, were 80.1%, 80.4% and 81.0% in the years 1999, 1998 and 1997, respectively. Amounts retained by title agents are based on contracts between agents and the title underwriters of the Company. The percentage that amounts retained by agents bears to agent revenues may vary from year to year because of the geographical mix of agent operations and the volume of title revenues. EMPLOYEE COSTS. Employee costs for the combined business segments increased 12.8% in 1999 and 33.2% in 1998. Employee costs for the title segment as a percentage of title operating revenues were 25.1%, 24.6% and 25.3% in 1999, 1998 and 1997, respectively. Employee costs for the REI segment as a percentage of REI revenues were 57.9%, 58.7% and 63.2% in 1999, 1998 and 1997, respectively. -8-
11 The number of persons employed by the Company at December 31, 1999, 1998 and 1997 was 5,751, 5,638 and 4,569, respectively. The increase in staff in 1999 and 1998 was primarily the result of acquisitions, increased REI volume and the expansion of the Company's automation and national marketing operations. Through automating operating processes, the Company expects to add customer revenues and reduce operating expenses and title losses in the future. The Company has taken steps and will continue to align staff levels in response to lower order counts. OTHER OPERATING EXPENSES. Other operating expenses for the combined business segments increased 18.3% in 1999 and 24.8% in 1998. Other operating expenses for the title segment as a percentage of title operating revenues were 15.4%, 14.4% and 15.4% in 1999, 1998 and 1997, respectively. Other operating expenses for the REI segment as a percentage of REI revenues were 28.4%, 26.3% and 37.6% in 1999, 1998 and 1997, respectively. The overall increase in other operating expenses for the combined business segments in 1999 was caused primarily by a higher volume of services and products purchased for resale, rent, the expense of new offices, business promotion and other REI expenses. Expenses that increased in 1998, primarily due to changes in transaction volume, were premium taxes, cost of resale services and products, business promotion, rent and supplies. Other operating expenses also include delivery costs, policy forms, title plant expenses, telephone and travel. Most of these expenses follow, to varying degrees, the changes in transaction volume and revenues. The Company's labor and certain other operating costs are sensitive to inflation. To the extent inflation causes increases in the prices of homes and other real estate, premium revenues are also increased. Premiums are determined in part by the insured values of the transactions handled by the Company. TITLE LOSSES. Provisions for title losses, as a percentage of title premiums, fees and other revenues, were 4.5%, 4.4% and 4.5% in 1999, 1998 and 1997, respectively. The continued improvement in industry trends in claims and the Company's improved experience in claims have led to lower loss ratios in recent years. An increase in refinancing transactions, which results in lower loss exposure, also reduced loss ratios. Such transactions were at record levels in 1998. NONRECURRING CHARGE. A subsidiary in the REI segment was sold in early 1998. A pretax writeoff of $1.9 million of goodwill in the subsidiary was recorded in the fourth quarter of 1997. The subsidiary incurred after-tax operating losses of $1.0 million in 1997. INCOME TAXES. The provision for federal and state income taxes represented effective tax rates of 39.0%, 38.4% and 35.4% in 1999, 1998 and 1997, respectively. The 1999 and 1998 effective tax rates were higher primarily because nontaxable income from municipal bonds was significantly less in relation to pretax profits. THE YEAR 2000 ISSUE. Information technology is a crucial part of the Company's business. Accordingly, the Company has completed a comprehensive Year 2000 ("Y2K") readiness program that addressed challenges associated with the Y2K issue. As a result of this program, the Company encountered no major automation or business disruption due to Y2K issues. The Company continues to operate normally across all business units and geographies and will continue to monitor operations throughout 2000. The total costs incurred for the Y2K readiness program were $3.6 million. LIQUIDITY AND CAPITAL RESOURCES. Cash provided by operations was $57.9 million, $86.5 million and $36.0 million in 1999, 1998 and 1997, respectively. Internally generated cash flow has been the primary source of funds for additions to property and equipment, expanding operations, dividends to stockholders and other requirements. This source may be supplemented by bank borrowings. A substantial majority of consolidated cash and investments is held by Stewart Title Guaranty Company (Guaranty) and its subsidiaries. Cash transfers between Guaranty and its subsidiaries and the Company are subject to certain legal restrictions. See Notes 4 and 5 to the consolidated financial statements. -9-
12 The liquidity of the Company itself, excluding Guaranty and its subsidiaries, is comprised of cash and investments aggregating $6.8 million and short-term liabilities of $1.6 million at December 31, 1999. The Company knows of no commitments or uncertainties which are likely to materially affect the ability of the Company and its subsidiaries to fund cash needs. The Company's capital resources, represented primarily by long-term debt of $6.0 million and stockholders' equity of $284.9 million at December 31, 1999, are considered adequate. During 1999 the Company financed a portion of various acquisitions through the issuance of Common Stock totaling $7.4 million. Acquisitions during 1999 have resulted in an increase in goodwill of $9.7 million. FORWARD LOOKING STATEMENTS. All statements included in this report which address activities, events or developments that the Company expects or anticipates 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 and legislation, primarily legislation related to insurance, and other risks and uncertainties discussed in the Company's filings with the Securities and Exchange Commission. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The discussion below about the Company's risk management strategies includes forward-looking statements that are subject to risk and uncertainties. Management's projections of hypothetical net losses in fair value of the Company's market rate sensitive instruments should certain potential changes in market rates occur is presented below. While the Company believes that the potential market rate changes are reasonably possible, actual results may differ. The Company's only material market risk in investments in financial instruments is in its debt securities portfolio. The Company invests primarily in marketable municipal, US government, corporate and mortgage-backed debt securities. The Company does not invest in financial instruments of a hedging or derivative nature. The Company has established policies and procedures to manage its exposure to changes in the fair value of its investments. These policies include 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. The Company has classified all of its investments as available-for-sale. The fair value of the Company's investments in debt securities at December 31, 1999 was $237.4 million. Debt securities at December 31, 1999 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights): <TABLE> <CAPTION> Amortized Fair costs values --------- ------ ($000 Omitted) <S> <C> <C> In one year or less .................... 1,650 1,697 After one year through five years ...... 67,499 67,483 After five years through ten years ..... 119,392 117,220 After ten years ........................ 45,918 42,530 Mortgage-backed securities ............. 8,806 8,509 ------- ------- 243,265 237,439 ======= ======= </TABLE> 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 agencies of the US Government. Based on the Company's debt securities portfolio and interest rates at December 31, 1999, a 100 basis point increase in interest rates would result in a decrease of approximately $12.4 million or 5.1% in the fair value of the 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. -10-
13 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required to be provided in this item is included in the Consolidated Financial Statements of the Company, including the Notes thereto, attached hereto as pages F-2 to F-17, and such information is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. -11-
14 P A R T III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information regarding the directors of the Company will be included in the proxy statement for the 2000 Annual Meeting of Stockholders (the "Proxy Statement") to be filed within 120 days after December 31, 1999, and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Information regarding executive compensation will be included in the Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information, if any, regarding beneficial ownership of the Common Stock will be included in the Proxy Statement and is incorporated herein 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 herein by reference. -12-
15 P A R T IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (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" on Page F-1 hereof. 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) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended December 31, 1999. (c) Exhibits 3.1 - Certificate of Incorporation of the Registrant, as amended April 30, 1999 3.2 - By-Laws of the Registrant, as amended September 1, 1998 (incorporated by reference herein from Exhibit 3.2 of Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 4 - Rights of Common and Class B Common Stockholders (incorporated by reference to Exhibits 3.1 and 3.2 hereto) *10.1 - Summary of agreements as to payment of bonuses to certain executive officers *10.2 - 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 herein from Exhibit 10.2 of Annual Report on Form 10-K for the fiscal year ended December 31, 1997) *10.3 - Stewart Information Services Corporation 1999 Stock Option Plan 21. - Subsidiaries of the Registrant 23. - Consent of Independent Certified Public Accountant, including consent to incorporation by reference of their reports into previously filed Securities Act registration statements 27. - Financial Data Schedule * Indicates a management contract or compensation plan. -13-
16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 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, Vice President-Finance, Secretary, Treasurer, Director and Principal Financial and Accounting Officer Dated: March 16, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: /s/ Max Crisp Director March 16, 2000 - ------------------------ -------------- (Max Crisp) /s/ E. Douglas Hodo Director March 16, 2000 - ------------------------ -------------- (E. Douglas Hodo) /s/ C. M. Hudspeth Director March 16, 2000 - ------------------------ -------------- (C. M. Hudspeth) /s/ Malcolm S. Morris Director March 16, 2000 - ------------------------ -------------- (Malcolm S. Morris) /s/ Stewart Morris, Jr. Director March 16, 2000 - ------------------------ -------------- (Stewart Morris, Jr.) -14-
17 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Stewart Information Services Corporation and Subsidiaries Consolidated Financial Statements: <TABLE> <S> <C> Independent Auditors' Report F-2 Consolidated Statements of Earnings, Retained Earnings and Comprehensive Earnings for the years ended December 31, 1999, 1998 and 1997 F-3 Consolidated Balance Sheets as of December 31, 1999 and 1998 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 F-5 Notes to Consolidated Financial Statements F-6 Financial Statement Schedules: Schedule I - Financial Information of the Registrant (Parent Company) S-1 Schedule II - Valuation and Qualifying Accounts S-5 </TABLE> F-1
18 INDEPENDENT AUDITORS' REPORT To the Stockholders and Board of Directors of Stewart Information Services Corporation We have audited the accompanying consolidated balance sheets of Stewart Information Services Corporation and subsidiaries as of December 31, 1999 and 1998, 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, 1999. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 financial position of Stewart Information Services Corporation and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1999 in conformity with generally accepted accounting principles. KPMG LLP Houston, Texas February 14, 2000 except for Note 20, which is as of March 13, 2000 F-2
19 CONSOLIDATED STATEMENTS OF EARNINGS, RETAINED EARNINGS AND COMPREHENSIVE EARNINGS <TABLE> <CAPTION> Years ended December 31 1999 1998 1997 ---------- ---------- ---------- ($000 Omitted) <S> <C> <C> <C> REVENUES Title premiums, fees and other revenues ........... 991,649 899,673 657,298 Real estate information services .................. 59,039 50,372 35,320 Investment income ................................. 20,300 18,515 15,929 Investment gains - net ............................ 266 201 363 ---------- ---------- ---------- 1,071,254 968,761 708,910 EXPENSES Amounts retained by agents ........................ 504,201 438,338 334,653 Employee costs .................................... 283,073 250,966 188,385 Other operating expenses .......................... 168,975 142,826 114,422 Title losses and related claims ................... 44,187 39,226 29,794 Depreciation and amortization ..................... 18,068 14,584 12,115 Interest .......................................... 1,298 1,424 1,343 Minority interests ................................ 4,887 5,070 2,614 Nonrecurring charge ............................... -- -- 1,905 ---------- ---------- ---------- 1,024,689 892,434 685,231 Earnings before taxes ................................ 46,565 76,327 23,679 Income taxes ......................................... 18,143 29,289 8,391 ---------- ---------- ---------- NET EARNINGS ......................................... 28,422 47,038 15,288 Retained earnings at beginning of year ............... 190,363 145,140 131,496 Cash dividends on Common Stock ($.16, $.14 and $.13 per share) ............................... (2,158) (1,815) (1,644) Stock dividend ....................................... (7,173) -- -- ---------- ---------- ---------- Retained earnings at end of year ..................... 209,454 190,363 145,140 ========== ========== ========== Average number of shares outstanding - assuming dilution (000 omitted) ................... 14,606 14,154 13,794 Earnings per share - basic ........................... 1.96 3.37 1.12 EARNINGS PER SHARE - DILUTED ......................... 1.95 3.32 1.11 ========== ========== ========== Comprehensive earnings: Net earnings ......................................... 28,422 47,038 15,288 Changes in unrealized investment (losses) gains, net of taxes of ($5,269), $858 and $1,409 ......... (9,785) 1,593 2,616 ---------- ---------- ---------- COMPREHENSIVE EARNINGS ............................... 18,637 48,631 17,904 ========== ========== ========== </TABLE> See notes to consolidated financial statements F-3
20 CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> December 31 1999 1998 -------- -------- ($000 Omitted) <S> <C> <C> ASSETS Cash and cash equivalents ........................................ 36,803 44,883 Short-term investments ........................................... 67,455 59,446 Investments in debt and equity securities, at market: Statutory reserve funds ...................................... 185,087 164,554 Other ........................................................ 57,669 62,758 -------- -------- 242,756 227,312 Receivables: Notes ........................................................ 8,429 8,137 Premiums from agents ......................................... 17,478 16,051 Other ........................................................ 27,052 27,347 Less allowance for uncollectible amounts ..................... (4,379) (4,803) -------- -------- 48,580 46,732 Property and equipment, at cost: Land ......................................................... 2,062 2,335 Buildings .................................................... 6,531 6,476 Furniture and equipment ...................................... 118,978 97,111 Less accumulated depreciation and amortization ............... (81,671) (69,530) -------- -------- 45,900 36,392 Title plants, at cost ............................................ 26,258 23,608 Real estate, at lower of cost or net realizable value ............ 2,073 2,202 Investments in investees, on an equity basis ..................... 3,761 7,368 Goodwill, less accumulated amortization of $8,661 and $6,995 ..... 31,641 23,615 Deferred income taxes ............................................ 12,378 10,633 Other assets ..................................................... 18,136 16,290 -------- -------- 535,741 498,481 ======== ======== LIABILITIES Notes payable, including $5,971 and $ 8,894 long-term portion ..................................................... 19,054 16,194 Accounts payable and accrued liabilities ......................... 40,851 42,615 Estimated title losses ........................................... 183,787 171,763 Income taxes ..................................................... 452 1,963 Minority interests ............................................... 6,673 5,503 Contingent liabilities and commitments STOCKHOLDERS' EQUITY Common - $1 par, authorized 30,000,000, issued and outstanding 13,645,527 and 13,079,930 ........................ 13,646 6,540 Class B Common - $1 par, authorized 1,500,000, issued and outstanding 1,050,012 ......................................... 1,050 525 Additional paid-in capital ....................................... 64,430 56,886 Retained earnings ................................................ 209,454 190,363 Accumulated other comprehensive earnings ......................... (3,656) 6,129 -------- -------- Total stockholders' equity ($19.39 and $18.43 per share) ..... 284,924 260,443 -------- -------- 535,741 498,481 ======== ======== </TABLE> See notes to consolidated financial statements. F-4
21 CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> Years ended December 31 1999 1998 1997 -------- -------- -------- ($000 Omitted) <S> <C> <C> <C> Cash provided by operating activities (Note) ................... 57,875 86,467 35,959 Investing activities: Purchases of property and equipment and title plants-net ............................................... (25,307) (20,473) (13,209) Proceeds from investments matured and sold .................. 46,536 65,770 40,133 Purchases of investments .................................... (82,338) (104,017) (48,554) Increases in notes receivable ............................... (6,118) (2,316) (2,644) Collections on notes receivable ............................. 5,826 2,141 1,006 Proceeds from sale of equity investment-net ................. 6,009 -- -- Cash paid for the acquisition of subsidiaries-net ........... (7,026) (5,886) (3,592) -------- -------- -------- Cash used by investing activities .............................. (62,418) (64,781) (26,860) Financing activities: Dividends paid .............................................. (2,158) (1,815) (1,644) Distribution to minority interests .......................... (4,071) (4,031) (2,131) Proceeds from issuance of stock ............................. 65 1,543 135 Proceeds of notes payable ................................... 10,056 9,150 10,688 Payments on notes payable ................................... (7,429) (12,041) (4,240) -------- -------- -------- Cash (used) provided by financing activities ................... (3,537) (7,194) 2,808 -------- -------- -------- (Decrease) increase in cash and cash equivalents ............... (8,080) 14,492 11,907 ======== ======== ======== Note: Reconciliation of net earnings to the above amounts Net earnings ................................................ 28,422 47,038 15,288 Add (deduct): Depreciation and amortization ............................ 18,068 14,584 12,115 Provisions for title losses in excess of payments ........ 11,474 14,185 6,460 Provision for uncollectible amounts-net .................. (424) (749) (1,118) (Increase) decrease in accounts receivable-net ........... (867) (12,473) 2,660 (Decrease) increase in accounts payable and accrued liabilities-net ............................... (1,527) 16,577 1,419 Provision (benefit) for deferred income taxes ............ 3,524 4,142 (1,886) (Decrease) increase in income taxes payable .............. (1,512) 599 945 Minority interest expense ................................ 4,887 5,070 2,614 Equity in net earnings of investees ...................... (1,072) (1,477) (1,964) Realized investment gains-net ............................ (266) (201) (363) Stock bonuses ............................................ 613 577 409 Increase in other assets ................................. (2,070) (1,952) (2,963) Nonrecurring charge ...................................... -- -- 1,905 Other-net ................................................ (1,375) 547 438 -------- -------- -------- Cash provided by operating activities .......................... 57,875 86,467 35,959 ======== ======== ======== Supplemental information: Income taxes paid ........................................... 16,018 26,511 7,636 Interest paid ............................................... 1,187 1,478 1,222 </TABLE> See notes to consolidated financial statements. F-5
22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Three years ended December 31, 1999) NOTE 1 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The accompanying financial statements were prepared by management which is responsible for their integrity and objectivity. The statements have been prepared in conformity with generally accepted accounting principles, including management's best judgments and estimates, with due consideration given to materiality. Actual results could differ from estimates. B. RECLASSIFICATION. Certain prior year amounts in the consolidated financial statements have been reclassified for comparative purposes. Net earnings, as previously reported, were not affected. C. CONSOLIDATION. The consolidated financial statements include all subsidiaries in which the Company owns more than 50% voting rights in electing directors. Unconsolidated investees, owned 20% through 50%, and over which the Company exercises significant influence, are accounted for by the equity method. All significant intercompany accounts and transactions are eliminated, and provision is made for minority interests. D. STATUTORY ACCOUNTING. The accounts of Stewart Title Guaranty Company (Guaranty) and other title insurance underwriters owned by the Company are maintained on a statutory basis, in accordance with practices required or permitted by regulatory authorities. The statutory accounts are restated in consolidation to conform to generally accepted accounting principles. In restating to generally accepted accounting principles, the amounts for statutory premium reserve and reserve for reported title losses are eliminated and, in substitution, amounts are established for estimated title losses (see below). The net effect, after providing for deferred income taxes, is included in consolidated retained earnings. In calculating the amount owed on federal income tax returns, the statutory premium reserve and reserve for reported title losses must be discounted to their present values. E. REVENUE RECOGNITION. Revenues from services rendered in closing and insuring titles are considered earned at the time of the closing of the related real estate transactions. Revenues from services rendered in providing real estate information are considered earned at the time the service is performed or the work product is delivered to the customer. F. TITLE LOSSES AND RELATED CLAIMS. Estimating future title loss payments is difficult because of the complex nature of title claims, the long periods of time over which claims are paid, significantly varying dollar amounts of individual claims and other factors. For losses under $750,000 each, the Company estimates the aggregate amount that will be paid in future years on title policies issued in the current year. The estimated amount is charged to earnings currently (when the related revenues are recognized). In making the estimates, the Company uses, among other things, moving average ratios of recent actual policy loss payment experience, net of recoveries, to premium revenues. Policy losses in excess of $750,000 each are individually evaluated. A reserve for incurred but not reported major losses is also maintained. Escrow and other losses incurred in office operations are accounted for separately. Amounts shown as the Company's estimated liability for future loss payments are continually reviewed for reasonableness and adjusted as appropriate. In accordance with industry practice, the amounts have not been discounted to their present values. G. 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. H. CASH EQUIVALENTS. Cash equivalents are highly liquid investments that are convertible to cash or mature on a daily basis as part of the Company's management of day-to-day operating cash. I. INVESTMENTS. The Company has classified all of its investments as available-for-sale. Realized gains and losses on sales of investments are determined primarily 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 fair values of securities are charged to earnings. F-6
23 J. 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. K. TITLE PLANTS. Title plants include compilations of a county's official land records, prior examination files, copies of prior title policies, maps and related materials which 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. L. GOODWILL. Goodwill is the excess of the purchase price over the fair value of net assets of subsidiaries acquired and is amortized using the straight-line method by charges to earnings over 10 to 40 years. M. LONG-LIVED ASSETS. The Company continuously reviews the carrying values of its title plants, goodwill and other long-lived assets for possible impairment. In reviewing for impairment of goodwill, the Company considers adverse market or other conditions. The Company determines the fair value of goodwill by calculating the discounted value of projected cash flow from operations and premium income. Where appropriate, the book amounts are reduced to fair market values. N. FAIR VALUES. The fair values of financial instruments, including cash, cash equivalents, notes receivable, notes payable, accounts payable and commitments, are determined by reference 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. O. ESCROW FUNDS. Funds are routinely held in segregated escrow bank accounts pending the closing of real estate transactions. This results in a contingent liability to the Company. These accounts are not included in the consolidated balance sheets. P. COMPREHENSIVE INCOME. As of January 1, 1998, the Company adopted FAS 130 "Reporting Comprehensive Income". The Company's comprehensive income includes net earnings and all non-owner related changes to stockholders' equity, which is primarily unrealized gains and losses on investments. Q. DERIVATIVES AND HEDGING. The Company does not invest in hedging or derivative instruments nor does it intend to do so in the future. Accordingly, FAS 133 "Accounting for Derivative Instruments and Hedging Activities", which became becomes effective January 1, 2001, will have no impact on the consolidated financial statements. NOTE 2 NONRECURRING CHARGE. During the fourth quarter of 1997, the Company recorded a pretax charge of $1,905,000 representing the writeoff of goodwill in a subsidiary located in England that was later sold in early 1998. This subsidiary was included in the REI segment of the Company's operations until its sale. NOTE 3 INCOME TAXES. The following reconciles federal income taxes computed at the statutory rate with income taxes as reported. <TABLE> <CAPTION> 1999 1998 1997 ------- ------- ------- ($000 Omitted) <S> <C> <C> <C> Expected income taxes at 35% ............. 16,298 26,714 8,288 State income taxes ....................... 1,900 2,932 537 Tax effect of permanent differences: Tax-exempt interest .................. (1,951) (1,779) (1,640) Nondeductible items .................. 616 661 558 Equity income ........................ (375) (517) (687) Minority interests ................... 1,710 1,775 915 Other - net .......................... (55) (497) 420 ------- ------- ------- Income taxes ............................. 18,143 29,289 8,391 ======= ======= ======= Effective income tax rate (%) ............ 39.0 38.4 35.4 ======= ======= ======= </TABLE> F-7
24 Deferred tax assets and liabilities at December 31, 1999 and 1998 were as follows: <TABLE> <CAPTION> 1999 1998 ------- ------- ($000 Omitted) <S> <C> <C> Deferred tax assets: Book over tax title loss provisions ...... 5,942 10,389 Unrealized losses on investments ......... 1,968 -- Accruals not currently deductible ........ 964 1,035 Net operating losses ..................... 892 972 Allowance for uncollectible amounts ...... 655 777 Book over tax depreciation ............... 1,499 898 Investments in partnerships .............. 68 -- Other .................................... 2,064 2,103 ------- ------- 14,052 16,174 Less valuation allowance ................. (1,008) (1,008) ------- ------- 13,044 15,166 Deferred tax liabilities: Unrealized gains on investments .......... -- (3,301) Investments in partnerships .............. -- (835) Other .................................... (666) (397) ------- ------- (666) (4,533) ------- ------- Net deferred tax assets ..................... 12,378 10,633 ======= ======= </TABLE> The Company's valuation allowance relates to portions of certain subsidiary operating loss carryforwards and other deferred tax assets. Management believes future earnings will be sufficient to permit the Company to realize net deferred tax assets. There were deferred tax expenses of $3,524,000 in 1999 and $4,142,000 in 1998. There was a deferred tax benefit of $1,886,000 in 1997. NOTE 4 RESTRICTIONS ON CASH AND INVESTMENTS. The statutory reserve funds included in the accompanying financial statements 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 investments and cash at each year end was held by the Company's 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 5 DIVIDEND RESTRICTIONS. Substantially all of the consolidated retained earnings at each year end was represented by the retained earnings of 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 2000 is $38,765,000. Guaranty paid dividends significantly less than the maximum legal limits in 1999, 1998 and 1997. Dividends from Guaranty were 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. F-8
25 NOTE 6 INVESTMENTS. The amortized costs and market values of investments in debt and equity securities at December 31 follow: <TABLE> <CAPTION> 1999 1998 --------------------- --------------------- Amortized Market Amortized Market costs values costs values --------- ------ --------- ------ ($000 Omitted) <S> <C> <C> <C> <C> Debt securities: Municipal ................... 134,298 133,068 128,745 133,533 Mortgage-backed ............. 8,806 8,509 4,131 4,233 US Government ............... 31,716 30,960 23,325 24,086 Corporate and utilities ..... 68,445 64,902 56,710 59,796 Equity securities .............. 5,115 5,317 4,971 5,664 ------- ------- ------- ------- 248,380 242,756 217,882 227,312 ======= ======= ======= ======= </TABLE> Gross unrealized gains and losses at December 31 were: <TABLE> <CAPTION> 1999 1998 --------------------- --------------------- Gains Losses Gains Losses ------- ------- ------- ------- ($000 Omitted) <S> <C> <C> <C> <C> Debt securities: Municipal ................... 1,028 2,258 5,006 218 Mortgage-backed ............. 42 339 103 1 US Government ............... 73 829 789 28 Corporate and utilities ..... 201 3,744 3,182 96 Equity securities .............. 641 439 749 56 ------- ------- ------- ------- 1,985 7,609 9,829 399 ======= ======= ======= ======= </TABLE> Debt securities at December 31, 1999 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights): <TABLE> <CAPTION> Amortized Market costs values --------- ------- ($000 Omitted) <S> <C> <C> In one year or less .................... 1,650 1,697 After one year through five years ...... 67,499 67,483 After five years through ten years ..... 119,392 117,220 After ten years ........................ 45,918 42,530 Mortgage-backed securities ............. 8,806 8,509 ------- ------- 243,265 237,439 ======= ======= </TABLE> 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 agencies of the US Government. F-9
26 NOTE 7 INVESTMENT INCOME. Income from investments and realized gains and losses from sales of investments for the three years follow: <TABLE> <CAPTION> 1999 1998 1997 ------- ------- ------- ($000 Omitted) <S> <C> <C> <C> Income: Debt securities ............................. 12,837 12,143 11,938 Short-term investments, cash equivalents and other ................................. 7,463 6,372 3,991 ------- ------- ------- 20,300 18,515 15,929 ======= ======= ======= Realized gains and losses: Gains ........................................ 536 1,923 571 Losses ....................................... (270) (1,722) (208) ------- ------- ------- 266 201 363 ======= ======= ======= </TABLE> The sales of securities resulted in proceeds of $32,380,000 in 1999, $54,368,000 in 1998 and $30,870,000 in 1997. Expenses assignable to investment income were insignificant. There were no significant investments at December 31, 1999 that did not produce income during the year. NOTE 8 NOTES PAYABLE. <TABLE> <CAPTION> 1999 1998 ------ ------ ($000 Omitted) <S> <C> <C> Banks Primarily unsecured, 6.6% to 8.5%, varying payments .... 16,900 13,174 Other than banks .......................................... 2,154 3,020 ------ ------ 19,054 16,194 ====== ====== </TABLE> The above notes are due $13,083,000 in 2000, $4,237,000 in 2001, $651,000 in 2002, $796,000 in 2003, $85,000 in 2004 and $202,000 subsequent to 2004. F-10
27 NOTE 9 ESTIMATED TITLE LOSSES. Provisions accrued, payments made and liability balances for the three years follow: <TABLE> <CAPTION> 1999 1998 1997 -------- -------- -------- ($000 Omitted) <S> <C> <C> <C> Balances at January 1 ........... 171,763 156,791 150,331 Provisions ................... 44,187 39,226 29,794 Payments ..................... (32,628) (25,041) (23,334) Reserve balance acquired ..... 550 787 -- Decrease in salvage .......... (85) -- -- -------- -------- -------- Balances at December 31 ......... 183,787 171,763 156,791 ======== ======== ======== </TABLE> Provisions include amounts related to the current year of approximately $43,869,000, $39,087,000 and $29,681,000 for 1999, 1998 and 1997, respectively. Payments related to the current year, including escrow and other loss payments, were approximately $8,501,000, $5,977,000 and $5,991,000 for 1999, 1998 and 1997, respectively. The above current year provision totals include provisions made for claims which are based on historical ratios of losses-to-premium revenues. See Note 1(F) for the principles followed in accounting for title losses and related claims. NOTE 10 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 Company's 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 which 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 shareholders 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 prior to January 2005. 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, 1999 and 1998, there were 145,820 shares (cost $233,000) 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. On May 21, 1999 the Company effected a two-for-one stock split recorded in the form of a stock dividend. All share and per share data presented in the consolidated financial statements have been restated for the effects of the stock split. F-11
28 NOTE 11 CHANGES IN COMMON STOCK. Changes in stock and additional paid-in capital for the three years follow: <TABLE> <CAPTION> Class B Additional Common Common paid-in Stock Stock capital ------- ------- ---------- ($000 Omitted) <S> <C> <C> <C> Balances at December 31, 1996 ................. 6,216 525 50,833 Acquisitions ............................... 137 -- 1,634 Stock bonuses and other .................... 19 -- 390 Exercise of stock options .................. 9 -- 126 Foreign currency translation ............... -- -- (61) ------- ------- ------- Balances at December 31, 1997 ................. 6,381 525 52,922 Acquisitions ............................... 41 -- 1,659 Stock bonuses and other .................... 17 -- 560 Exercise of stock options .................. 101 -- 1,442 Tax benefit of stock options exercised ..... -- -- 828 Foreign currency translation ............... -- -- 51 Treasury stock ............................. -- -- (576) ------- ------- ------- Balances at December 31, 1998 ................. 6,540 525 56,886 Stock dividend ............................. 6,648 525 -- Acquisitions ............................... 441 -- 6,918 Stock bonuses and other .................... 14 -- 599 Exercise of stock options .................. 3 -- 62 Tax benefit on stock options exercised ..... -- -- 30 Foreign currency translation ............... -- -- (65) ------- ------- ------- Balances at December 31, 1999 ................. 13,646 1,050 64,430 ======= ======= ======= </TABLE> NOTE 12 STOCK OPTIONS. A summary of the status of the Company's fixed stock option plans for the three years follows: <TABLE> <CAPTION> - ---------------------------------------------------------- Exercise Shares (1) Prices(1)(2) - ---------------------------------------------------------- ($) <S> <C> <C> December 31, 1996 ......... 390,200 7.13 Granted ................ 76,800 9.93 Exercised .............. (17,000) 7.89 Forfeited .............. (13,800) 6.79 - ------------------------------------------------------ December 31, 1997 ......... 436,200 7.60 Granted ................ 90,600 18.84 Exercised .............. (202,800) 7.61 Forfeited .............. (10,400) 7.91 - ------------------------------------------------------ December 31, 1998 ......... 313,600 10.84 Granted ................ 86,800 19.70 Exercised .............. (6,500) 10.08 Forfeited .............. (1,500) 10.00 - ------------------------------------------------------ December 31, 1999 ......... 392,400 12.81 - ------------------------------------------------------ </TABLE> (1) Restated for a two-for-one stock split in May 1999. (2) Weighted average F-12
29 At December 31, 1999, 1998 and 1997 there were 380,012, 280,700 and 373,676 options, respectively, exercisable. The weighted average fair values of options granted during the years 1999, 1998 and 1997 were $8.50, $7.18 and $3.40, respectively. The following summarizes information about fixed stock options outstanding at December 31, 1999: <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------ Range of exercise prices ($) Total 4.59 to 9.75 to 18.78 to 4.59 to 7.69 10.75 20.22 20.22 ---------- ---------- ---------- ---------- <S> <C> <C> <C> <C> Options outstanding: Shares ................................... 92,800 128,200 171,400 392,400 Remaining contractual life-years(1) ...... 2.0 6.0 7.0 5.5 Exercise price ($) (1) ................... 4.68 10.06 19.31 12.81 Options exercisable: Shares ................................... 92,800 115,812 171,400 380,012 Exercise price ($) (1) ................... 4.68 10.10 19.31 12.93 - ------------------------------------------------------------------------------------------------ </TABLE> (1) Weighted average The Company applies APB 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for its fixed stock option plans. Under FAS 123, compensation cost is recognized for the fair value of the employees' purchase rights, which was estimated using the Black-Scholes model. The Company assumed a dividend yield of 0.8%, an expected life of five to ten years for each option, expected volatility of 34.1% and risk-free interest rates between 4.7% and 5.7% for the years 1999, 1998 and 1997. Had compensation cost for the Company's plans been determined consistent with FAS 123, the Company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated below: <TABLE> <CAPTION> 1999 1998 1997 ------ ------ ------ ($000 Omitted) <S> <C> <C> <C> Net earnings: As reported ..................... 28,422 47,038 15,288 Pro forma ....................... 27,943 46,615 15,119 Earnings per share: (1) Net earnings-basic .............. 1.96 3.37 1.12 Net earnings-diluted ............ 1.95 3.32 1.11 Pro forma-assuming dilution ..... 1.91 3.30 1.10 </TABLE> (1) Restated for a two-for-one stock split in May 1999. NOTE 13 EARNINGS PER SHARE. The Company's basic earnings per share figures were 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 in calculating the additional number of shares. The only potentially dilutive effect on earnings per share for the Company related to its stock option plans. In calculating the effect of the options and determining a figure for diluted earnings per share, the average number of shares used in calculating basic earnings per share was increased by 125,000 in 1999, 182,000 in 1998 and 136,000 in 1997. F-13
30 NOTE 14 LEASES. The Company's expense for leased office space was $28,194,000 in 1999, $23,131,000 in 1998 and $20,520,000 in 1997. These are noncancelable, operating leases expiring over the next seven years. The future minimum lease payments are as follows (stated in thousands of dollars): <TABLE> <S> <C> 2000................. 25,657 2001................. 21,357 2002................. 16,334 2003................. 13,067 2004................. 6,625 2005 and after....... 4,220 ------ 87,260 ====== </TABLE> NOTE 15 CONTINGENT LIABILITIES AND COMMITMENTS. The Company makes separate provisions for individual title losses over $750,000 and reviews claims in excess of this amount asserted against Guaranty when evaluating the adequacy of recorded reserves. Claims have been made at December 31, 1999 against Guaranty for amounts in excess of $750,000 for which no provision was made. Management believes, with the advice of counsel, the loss on these claims (1) will be resolved for less than $750,000 each or (2) cannot be reasonably estimated. Management believes any loss on these claims which cannot be estimated at December 31, 1999 will not be material in relation to the consolidated financial condition of the Company. The Company is contingently liable for disbursements of escrow funds held by agents in certain cases where specific insured closing guarantees have been issued. Various takeout commitments approximated $2,236,000 at December 31, 1999. Management believes adequate provisions have been made for any losses resulting from these commitments. NOTE 16 REINSURANCE. As is the industry practice, the Company cedes risk to other underwriters in excess of certain underwriting limits. However, the Company remains liable if the reinsurer should fail to satisfy its obligations. The Company also assumes risk from other underwriters. A payment on an assumed risk or a recovery on a ceded risk is rare in the experience of the Company and the industry. The Company has not paid or recovered any reinsured losses during the three years ended December 31, 1999. The total amount of premiums for assumed and ceded risks was less than one percent of title premiums, fees and other revenues in each of the last three years. NOTE 17 EQUITY IN INVESTEES. Certain summarized aggregate financial information for investees follows: <TABLE> <CAPTION> 1999 1998 1997 ------ ------ ------ ($000 Omitted) <S> <C> <C> <C> For the year: Revenues .................. 29,164 85,706 66,760 Net earnings .............. 3,278 5,360 4,808 As of December 31: Total assets ............. 13,234 47,331 Stockholders' equity ..... 5,230 19,760 </TABLE> F-14
31 NOTE 18 SEGMENT INFORMATION. The Company's two reportable segments are title and real estate information. The segments significantly influence business to each other because of the nature of their operations and their common customers. The title segment includes the functions of searching, examining, closing and insuring the condition of the title to real property. The real estate information segment provides services to the real estate and mortgage industries primarily through the electronic delivery of services needed for settlement. These services include title reports, flood determinations, property appraisals, document preparation, credit reports and other real estate information. In addition, this segment includes services related to tax-deferred exchanges, surveys, the accounting and operating systems of title agents and government authorities and the construction of title plants. The segments provide services through a network of offices, including both direct operations and agents, throughout the United States. The operations in the several international markets in which the Company does business are generally insignificant to consolidated results. Under the Company's internal reporting and accountability systems, 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 relating to the real estate information segment. These expenditures are charged to that segment. All investment income is included in the title segment as it is generated primarily from the investments of the title underwriting operations. <TABLE> <CAPTION> Real estate Title information Total --------- ----------- --------- ($000 omitted) <S> <C> <C> <C> Revenues: 1999.................... 1,012,215 59,039 1,071,254 1998.................... 918,389 50,372 968,761 1997.................... 673,590 35,320 708,910 Depreciation: 1999.................... 13,911 4,157 18,068 1998.................... 11,480 3,104 14,584 1997.................... 7,858 4,257 (1) 12,115 Pretax earnings (loss): 1999.................... 43,615 2,950 (2) 46,565 1998.................... 73,198 3,129 76,327 1997.................... 29,145 (5,466)(1) 23,679 Identifiable assets: 1999.................... 496,191 39,550 535,741 1998.................... 463,030 35,451 498,481 </TABLE> (1) Includes a nonrecurring pretax charge of $1,905,000 for a writeoff of goodwill in a subsidiary that was sold in 1998. (2) Includes a pretax charge of $1,319,000 resulting from the settlement of a lawsuit. F-15
32 NOTE 19 Quarterly financial information (unaudited). <TABLE> <CAPTION> Mar 31 June 30 Sept 30 Dec 31 ------- ------- ------- ------- ($000 Omitted, except per share) <S> <C> <C> <C> <C> Revenues: 1999 ............................. 247,878 296,093 266,381 260,902 1998 ............................. 197,042 235,439 250,425 285,855 Net earnings: 1999 ............................. 9,600 11,726 6,098 998 1998 ............................. 8,625 11,258 14,048 13,107 Earnings per share-diluted: (1) 1999 ............................. .67 .80 .41 .07 1998 ............................. .61 .80 .99 .92 </TABLE> (1) Restated for a two-for-one stock split in May 1999. NOTE 20 SUBSEQUENT EVENT. On March 13, 2000, the Company's Board of Directors approved a plan to repurchase up to 5 percent (680,000 shares) of the Company's currently issued and outstanding Common Stock. The Company's regular quarterly cash dividend will be discontinued. The amount and timing of any share repurchases will depend on, among other factors, the market performance of the shares, the availability and alternative uses of the Company's funds and Securities and Exchange Commission regulations. Purchases under the Plan are currently authorized through December 31, 2001. F-16
33 STEWART TITLE GUARANTY COMPANY STEWART TITLE INSURANCE COMPANY Principal Underwriters of Stewart Information Services Corporation UNCONSOLIDATED STATUTORY BALANCE SHEETS From statutory Annual Statements as filed (unaudited) <TABLE> <CAPTION> Stewart Title Stewart Title December 31, 1999 Guaranty Company Insurance Company - ----------------- ---------------- ----------------- ($000 Omitted) <S> <C> <C> Admitted assets Bonds ..................................................... 218,569 22,100 Stocks - investments in affiliates ........................ 128,015 1,384 Stocks - other ............................................ 6,277 -- Cash and bank deposits .................................... 40,264 3,402 Short-term investments .................................... 2,994 498 Title plants .............................................. 4,282 199 Title insurance premiums, fees and other receivables ...... 12,534 256 Other ..................................................... 9,030 1,495 ------- -------- 421,965 29,334 ======= ======== Liabilities, surplus and other funds Reserve for title losses .................................. 30,653 5,636 Statutory premium reserve ................................. 169,674 8,384 Other ..................................................... 27,811 1,192 ------- -------- 228,138 15,212 Surplus as regards policyholders (Note) ..................... 193,827 14,122 ------- -------- 421,965 29,334 ======= ======== - ---------------------------------------------------------------------------------------------- Consolidated stockholder's equity (unaudited), based on generally accepted accounting principles (GAAP), for Stewart Title Guaranty Company at December 31, 1999 was ($000 omitted).......................................... $243,955 ======== </TABLE> Note: The amount shown above for stockholder's equity exceeds policyholder surplus primarily because under GAAP the statutory premium reserve and reserve for reported title losses are eliminated and estimated title loss reserves are substituted, net of applicable income taxes. F-17
34 SCHEDULE I STEWART INFORMATION SERVICES CORPORATION (PARENT COMPANY) INCOME AND RETAINED EARNINGS INFORMATION <TABLE> <CAPTION> Year Ended December 31, ----------------------------------- 1999 1998 1997 --------- --------- --------- (In thousands) <S> <C> <C> <C> Revenues Investment income ........................................ $ 442 $ 583 $ 701 Other income ............................................. 1 -- 3 --------- --------- --------- 443 583 704 Expenses Employee costs ........................................... 123 229 201 Other operating expenses ................................. 2,840 3,006 2,098 Depreciation and amortization ............................ 106 92 90 --------- --------- --------- 3,069 3,327 2,389 Loss before taxes and equity in earnings of investees ....... (2,626) (2,744) (1,685) Income taxes (benefit) ...................................... (811) (566) (502) Equity in earnings of investees ............................. 30,237 49,216 16,471 --------- --------- --------- Net income .................................................. 28,422 47,038 15,288 Retained earnings at beginning of year ...................... 190,363 145,140 131,496 Cash dividends on Common Stock ($.16, $.14 and $.13 per share) .................................................. (2,158) (1,815) (1,644) Stock dividend .............................................. (7,173) -- -- --------- --------- --------- Retained earnings at end of year ............................ $ 209,454 $ 190,363 $ 145,140 ========= ========= ========= </TABLE> See accompanying note to financial statements. (Schedule continued on following page.) S-1
35 SCHEDULE I (CONTINUED) STEWART INFORMATION SERVICES CORPORATION (PARENT COMPANY) BALANCE SHEET INFORMATION <TABLE> <CAPTION> December 31, ---------------------- 1999 1998 --------- --------- (In thousands) <S> <C> <C> Assets Cash and cash equivalents ........................................................ $ -- $ 13 --------- --------- Short-term investments ........................................................... 6,762 11,439 --------- --------- Receivables: Notes, including $6,618 and $6,918 from affiliates ............................. 7,168 7,471 Other, including $11,846 and $3,275 from affiliates ............................ 12,079 4,038 Less allowance for uncollectible amounts ....................................... (20) (20) --------- --------- 19,227 11,489 Furniture and equipment at cost .................................................. 246 202 Less accumulated depreciation .................................................... (115) (104) --------- --------- 131 98 Title plants, at cost ............................................................ 48 48 Investments in investees ......................................................... 259,328 238,095 Other assets ..................................................................... 4,556 4,313 --------- --------- $ 290,052 $ 265,495 ========= ========= Liabilities Notes payable, including $ - and $ - from affiliates ........................... $ 1,097 $ 1,097 Accounts payable and accrued liabilities ....................................... 4,031 3,955 Contingent liabilities and commitments Stockholders' equity Common - $1 par, authorized 30,000,000 issued and outstanding 13,645,527 and 13,079,930 ..................................................................... 13,646 6,540 Class B Common - $1 par, authorized 1,500,000 and outstanding 1,050,012 .......... 1,050 525 Additional paid-in-capital ....................................................... 64,430 56,886 Retained earnings (1) ............................................................ 209,454 190,363 Accumulated other comprehensive earnings ......................................... (3,656) 6,129 --------- --------- Total stockholders' equity ($19.39 and $18.43 per share) .................. 284,924 260,443 --------- --------- $ 290,052 $ 265,495 ========= ========= </TABLE> (1) Includes undistributed earnings of subsidiaries of $212,249 in 1999 and $184,179 in 1998. See accompanying note to financial statements. (Schedule continued on following page.) S-2
36 SCHEDULE I (CONTINUED) STEWART INFORMATION SERVICES CORPORATION (PARENT COMPANY) CASH FLOWS INFORMATION <TABLE> <CAPTION> Year Ended December 31, ------------------------------- 1999 1998 1997 -------- -------- -------- (In thousands) <S> <C> <C> <C> Cash flow from operating activities (Note) .................... $ (2,978) $ (2,805) $ (3,645) Cash flow from investing activities: Proceeds from investments sold ............................. 4,677 -- 1,619 Purchases of investments, excluding mortgage loans ......... -- (2,438) -- Dividends received from unconsolidated subsidiaries ........ 5,090 7,633 4,583 Increases in mortgages and other notes receivable .......... (542) (300) (364) Collections on mortgages and other notes receivable ........ 303 265 23 Cash paid for the acquisition of subsidiaries .............. (4,470) (2,500) (900) -------- -------- -------- Cash provided by investing activities ......................... 5,058 2,660 4,961 -------- -------- -------- Cash flow from financing activities: Dividends paid ............................................. (2,158) (1,815) (1,644) Proceeds of notes payable .................................. -- 417 106 Proceeds from issuance of stock ............................ 65 1,543 135 -------- -------- -------- Cash (used) provided by financing activities .................. (2,093) 145 (1,403) -------- -------- -------- Decrease in cash and cash equivalents ......................... $ (13) $ -- $ (87) ======== ======== ======== Note: Reconciliation of net income to the above amounts: Net income ................................................. $ 28,422 $ 47,038 $ 15,288 Add (deduct): Depreciation and amortization ........................... 106 92 90 Increase in accounts receivable - net ................... (727) (1,060) (3,267) Increase (decrease) in accounts payable and accrued liabilities - net .................................... 905 508 671 Equity in net earnings of investees ..................... (30,237) (49,216) (16,471) Stock bonuses paid ...................................... 613 577 409 Treasury stock acquired ................................. -- (576) -- Other - net ............................................. (2,060) (152) (365) -------- -------- -------- Cash used by operating activities ............................. $ (2,978) $ (2,805) $ (3,645) ======== ======== ======== Supplemental information: Income taxes paid ........................................ -- -- -- Interest paid ............................................ -- -- -- </TABLE> See accompanying note to financial statements. (Schedule continued on following page.) S-3
37 SCHEDULE I (CONTINUED) STEWART INFORMATION SERVICES CORPORATION (PARENT COMPANY) NOTE TO FINANCIAL STATEMENT INFORMATION The Registrant operates as a holding company transacting substantially all business through its subsidiaries. The consolidated financial statements for the Registrant and its subsidiaries 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 1998 and 1997 Parent Company financial statements have been reclassified for comparative purposes. Net earnings, as previously reported, were not affected. Total dividends received from unconsolidated subsidiaries for 1999, 1998 and 1997 were $13,090,000, $90,000 and $9,633,000, respectively. S-4
38 SCHEDULE II STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS December 31, 1999 <TABLE> <CAPTION> Col. A Col. B Col. C Col. D Col. E - ------------------------------------------ ------------ -------------------------- --------------- ------------ Additions -------------------------- Balance Charged Charged to at to other Balance beginning cost and accounts -Deductions- at end Description of period expenses describe described of period - ------------------------------------------ ------------ ------------ ------------ --------------- ------------ <S> <C> <C> <C> <C> <C> Stewart Information Services Corporation and subsidiaries: Year ended December 31, 1997: Estimated title losses .................. $150,331,563 $ 29,794,444 -- $ 23,334,625 (A) $156,791,382 Allowance for uncollectible amounts ..... 6,669,591 1,596,000 -- 2,713,742 (B) 5,551,849 Year ended December 31, 1998: Estimated title losses .................. 156,791,382 39,226,182 787,000 (C) 25,041,558 (A) 171,763,006 Allowance for uncollectible amounts ..... 5,551,849 2,110,000 -- 2,859,144 (B) 4,802,705 Year ended December 31, 1999: Estimated title losses .................. 171,763,006 44,186,778 550,000 (C) 32,712,781 (A) 183,787,003 Allowance for uncollectible amounts ..... 4,802,705 792,000 -- 1,215,232 (B) 4,379,473 Stewart Information Services Corporation - Parent: Year ended December 31, 1997: Allowance for uncollectible amounts ...... $ 20,000 -- -- -- $ 20,000 Year ended December 31, 1998: Allowance for uncollectible amounts ...... 20,000 -- -- -- 20,000 Year ended December 31, 1999: Allowance for uncollectible amounts ...... 20,000 -- -- -- 20,000 </TABLE> (A) Represents payments of policy losses and loss adjustment expenses during the year, less salvage collections. (B) Represents uncollectible accounts written off. (C) Represents estimated title loss reserve acquired. S-5
39 INDEX TO EXHIBITS <TABLE> <CAPTION> Exhibit Number Description - ------- ----------- <S> <C> 3.1 - Certificate of Incorporation of the Registrant, as amended April 30, 1999 3.2 - By-Laws of the Registrant, as amended September 1, 1998 (incorporated by reference herein from Exhibit 3.2 of Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) 4 - Rights of Common and Class B Common Stockholders (incorporated by reference to Exhibits 3.1 and 3.2 hereto) 10.1 - Summary of agreements as to payment of bonuses to certain executive officers 10.2 - 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 herein from Exhibit 10.2 of Annual Report on Form 10-K for the fiscal year ended December 31, 1997) 10.3 - Stewart Information Services Corporation 1999 Stock Option Plan 21 - Subsidiaries of the Registrant 23 - Consent of Independent Certified Public Accountant, including consent of incorporation by reference of their reports to previously filed Securities Act registration statements 27 - Financial Data Schedule </TABLE>