UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20052006
ORor
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission file number 001-02658
 
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
   
Delaware
(State or other jurisdiction of incorporation or organization)
 74-1677330
(I.R.S. Employer Identification No.)
   
1980 Post Oak Blvd., Houston, Texas
(Address of principal executive offices)
 77056
(Zip Code)
Registrant’s telephone number, including area code:(713) 625-8100
 
Securities registered pursuant to Section 12(b) of the Act:
   
Common Stock, $1 par value
(Title of each class of stockstock)
 New York Stock Exchange
(Name of each exchange on which registered
Common Stock, $1 par value
New York Stock Exchangeregistered)
Securities registered pursuant to Section 12(g) of the Act:NONENone
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ No¨o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨o Noþ
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. Yesþ No¨o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filerþ                              Accelerated Filer¨o                                Non-Accelerated Filer¨o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨o Noþ
The aggregate market value of the Common Stock (based upon the closing sales price of the Common Stock of Stewart Information Services Corporation, as reported by the NYSE on June 30, 2005)2006) held by non-affiliates of the Registrant was approximately $717,556,602.$623,565,718.
As of March 2, 2006,At February 20, 2007, the following shares of each of the registrant’s classes of stock were outstanding:
     
Common, $1 par value  17,146,69717,181,258 
Class B Common, $1 par value  1,050,012 
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 April 28, 2006,27, 2007, are incorporated by reference in PartsPart III and IV of this document.
 
 


 

FORM 10-K
ANNUAL REPORT
Year Ended DecemberYEAR ENDED DECEMBER 31, 20052006
TABLE OF CONTENTS
            
ItemItem    Page
No. Page 
PART I
      
 PART I    
         
1.1.  1  Business  1 
1A.1A.  4  Risk Factors  6 
1B.1B.  7  Unresolved Staff Comments  9 
2.2.  7  Properties  9 
3.3.  7  Legal Proceedings  9 
4.4.  7  Submission of Matters to a Vote of Security Holders  10 
         
PART II
 PART II    
         
5.5.  8  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  11 
6.6.  9  Selected Financial Data  13 
7.7.  10  Management’s Discussion and Analysis of Financial Condition and Results of Operations  14 
7A.7A.  16  Quantitative and Qualitative Disclosures About Market Risk  22 
8.8.  16  Financial Statements and Supplementary Data  23 
9.9.  16  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  23 
9A.9A.  16  Controls and Procedures  23 
9B.9B.  17  Other Information  23 
         
PART III
 PART III    
         
10.10.  18  Directors, Executive Officers and Corporate Governance  24 
11.11.  18  Executive Compensation  24 
12.12.  18  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  24 
13.13.  18  Certain Relationships and Related Transactions, and Director Independence  24 
14.14.  18  Principal Accounting Fees and Services  24 
         
PART IV
 PART IV    
         
15.15.  18  Exhibits, Financial Statement Schedules  25 
         
    19  Signatures  26 
Summary of agreements as to payment of bonuses to certain executive officers
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Certification of Co-CEO pursuant to Section 302
Certification of Co-CEO pursuant to Section 302
Certification of CFO pursuant to Section 302
Certification of Co-CEO pursuant to Section 906
Certification of Co-CEO pursuant to Section 906
Certification of CFO pursuant to Section 906
Summary of Agreements as to Payment of Bonuses to Certain Executive Officers Summary of Agreements as to Payment of Bonuses to Certain Executive Officers
Subsidiaries Subsidiaries
Consent of KPMG LLP Consent of KPMG LLP
Certification of Co-Chief Executive Officer Pursuant to Section 302 Certification of Co-Chief Executive Officer Pursuant to Section 302
Certification of Co-Chief Executive Officer Pursuant to Section 302 Certification of Co-Chief Executive Officer Pursuant to Section 302
Certification of Chief Financial Officer Pursuant to Section 302 Certification of Chief Financial Officer Pursuant to Section 302
Certification of Co-Chief Executive Officer Pursuant to Section 906 Certification of Co-Chief Executive Officer Pursuant to Section 906
Certification of Co-Chief Executive Officer Pursuant to Section 906 Certification of Co-Chief Executive Officer Pursuant to Section 906
Certification of Chief Financial Officer Pursuant to Section 906 Certification of Chief Financial Officer Pursuant to Section 906
As used in this report, “we”, “us”, “our”, the “Company”, and “Stewart” mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.

 


PART I
Item 1. Business
We are a Delaware corporation formed in 1970. We and our predecessors have been engaged in the title business since 1893.
Stewart is a customer-oriented, technology-driven, strategically competitive, real estate information and transaction management company providingcompany. Stewart provides title insurance and related information services. Stewart delivers via e-commerce the services required for settlement of residential and commercial transactions by the real estate and mortgage industries – including title reports, flood certificates, credit reports, appraisalsthrough more than 9,500 policy-issuing offices and automated valuation models, document preparation, property information reportsagencies in the United States and background checks.international markets. Stewart also provides post-closing lender services, mortgage default management solutions, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, flood certificates, document preparation, background checks and expertise in tax-deferred exchanges.
Our international division delivers products and services protecting and promoting private land ownership worldwide. Currently, our primary international operations are in Canada, the United Kingdom, Mexico and Australia. Our international operations are immaterial with respect to our consolidated financial results.
Our two main segments of business are title insurance-related services 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 more than 8,500 policy-issuing offices and agencies in the United States and several international markets. Our current levels of international operations are immaterial with respect to our consolidated financial 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.Operations and Note 20 to our audited consolidated financial statements.
Title
The title segment includes the functions of searching, examining, closing and insuring the condition of the title to real property.
Examination and closing. The purpose of a title examination is to ascertain the ownership of the property being transferred, debts that are owed on it and the scope of the title policy coverage. This involves searching for and examining documents such as deeds, mortgages, wills, divorce decrees, court judgments, liens, paving assessments and tax records.
At the closing or “settlement” of a sale transaction, the seller executes and delivers a deed to the new owner. The buyer typically signs new mortgage documents. Closing funds are then disbursed to the seller, the prior mortgage company, real estate brokers, the title company and others. The documents are then recorded in the public records. A title policy is generally issued to both the lender and the new owner.
Title policies. Lenders in the United States generally require title insurance as a condition to making a loan on real estate, including securitized lending. This is to assure lenders of the priority of their lien position. The purchasers of the property want insurance to protect against claims that may arise against the ownership of the property. The face amount of the policy is normally the purchase price or the amount of the related loan.
Title insurance is substantially different from other types of insurance. Fire, auto, health and life insurance protect against future losses and events. In contrast, title insurance insures against losses from past events and seeks to eliminate most risks through the examination and settlement process.

-1-


Investments. Our title insurance underwriters maintain investments in accordance with certain statutory requirements for the funding of statutory premium reserves and state deposits. We have established policies and procedures to minimize our exposure to changes in the fair values of our investments. These policies include retaining an investment advisory firm, emphasizing credit quality, managing portfolio duration, maintaining or increasing investment income through high coupon rates, and actively managing profile and security mix based upon market conditions. All of our investments are classified as available-for-sale.
Losses. Losses on policies occur when a title defect is not discovered during the examination and settlement process. Reasons for losses include forgeries, misrepresentations, unrecorded liens, the failure to pay off existing liens, mortgage lending fraud, mishandling or defalcation of settlement funds, issuance by title agencies of unauthorized coveragescoverage and other legal issues.
Some claimants seek damages in excess of policy limits. Those claims are based on various legal theories usually alleging misrepresentation by an agency. Although we vigorously defend against spurious claims, we have from time to time incurred losses in excess of policy limits.

- 1 -


Experience shows that most policy claims against policies and claim payments are made in the first six years after the policy has been issued, although claims are also incurred and paid many years later. By their nature, claims are often complex, vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims. Estimating future title loss payments is difficult because of the complex nature of title claims, the length of time over which claims are paid, the significantly varying dollar amounts of individual claims and other factors.
Provisions for policy losses are charged to income in the same year the related premium revenues are recognized. The amounts provided are based on reported claims, historical loss experience, title industry averages, current legal environment and types of policies written.
Our liability for estimated title losses comprises both known claims and claims expected to be reported in the future. The amount of our loss reserve represents the aggregate future payments, net of recoveries, that we expect to incur on policy and escrow losses and in costs to settle claims.
Amounts shown as our estimated liability for future loss payments are continually reviewed by us for reasonableness and adjusted as appropriate. Independent actuaries also reviewed the adequacy of the liability amounts on an annual basis and found our reserves adequate at each year end. In accordance with industry practice, thethese amounts have not been discounted to their present values.
Factors affecting revenues. Title revenues are closely related to the level of activity in the real estate markets we serve and the prices at which real estate sales are made. Real estate sales are directly affected by the availability and cost of money to finance purchases. Other factors include consumer confidence and demand by buyers. These factors may override the seasonal nature of the title business. Generally, our first quarter is the least active and theour fourth quarter is the most active in terms of title revenues.
Selected information for the national real estate industry follows (2005(2006 figures are preliminary and subject to revision):
            
            
 2006 2005 2004
 2005 2004 2003 
New home sales — in millions 1.28 1.20 1.09  1.06 1.28 1.20 
Existing home sales — in millions 7.07 6.78 6.18  6.48 7.08 6.78 
Existing home sales — median sales price in $ thousands 207.6 184.0 168.5  222.0 219.6 195.4 
   

-2-


Customers. The primary sources of title business are attorneys, builders, developers, home buyers, lenders and real estate brokers. No one customer was responsible for as much as ten percent10% of our title operating revenues in any of the last three years. Titles insured include residential and commercial properties, undeveloped acreage, farms, ranches and water rights.
Service, location, financial strength, size and related factors affect customer acceptance. Increasing market share is accomplished primarily by providing superior service. The parties to a closing are concerned with personal schedules and the interest and other costs associated with any delays in the settlement. The rates charged to customers are regulated, to varying degrees, in many states.
Financial strength and stability of the title underwriter are important factors in maintaining and increasing our agency network. Among the nation’s leading title insurers, we earned one of the highest ratings awarded by the title industry’s leading rating companies. Our principal underwriter, Stewart Title Guaranty Company (Guaranty) is currently rated A” by Demotech, Inc., A+ by Fitch and A by Lace Financial.
Market share. Title insurance statistics are compiled quarterly by the title industry’s national trade association. Based on 2006 unconsolidated statutory net premiums written through September 30, 2005,2006, Guaranty is one of the leading title insurers in the United States.
Our principal competitors include Fidelity National Financial, Inc., The First American Corporation and LandAmerica Financial Group, Inc. Like most title insurers, we also compete with abstractors, attorneys who issue title opinions and attorney-owned title insurance funds. A number of homebuilders, financial institutions, real estate brokers and others own or control title insurance agencies, some of which issue policies underwritten by Guaranty. This controlled business also provides competition for our offices. We also compete with issuers of alternatives to title insurance products, which typically provide more limited coverage and less service for a smaller fee.

- 2 -


Title revenues by state. The approximate amounts and percentages of consolidated title operating revenues for the last three years were:
                                                
 Amounts ($ millions) Percentages Amounts ($ millions) Percentages
 2005 2004 2003 2005 2004 2003  2006 2005 2004 2006 2005 2004
Texas 321 292 269 14 13 13 
California 367 353 414 16 17 19  317 367 353 13 16 17 
Texas 292 269 264 13 13 12 
Florida 245 175 159 11 8 7  280 245 175 12 11 8 
New York 159 154 147 7 7 7  180 159 154 8 7 7 
All others 1,251 1,131 1,154 53 55 55  1,253 1,251 1,131 53 53 55 
  
 2,314 2,082 2,138 100 100 100  2,351 2,314 2,082 100 100 100 
   
Regulations. Title insurance companies are subject to comprehensive state regulations covering premium rates, agency licensing, policy forms, trade practices, reserve requirements, investments and the transfer of funds between an insurer and its parent or its subsidiaries and any similar related party transactions. Kickbacks and similar practices are prohibited by variousmost state and federal laws.

-3-


Real Estate Information
The real estate information segment primarily provides electronic delivery of data, products and services related to real estate. Stewart Lender Services (SLS), formerly Stewart Mortgage Information Company, is one of the companies in the REI segment that offers origination and post-closing services related to theresidential mortgage origination processlenders. These services include providing flood certificates, credit reports, traditional and automated property valuations, initial loan disclosures and electronic mortgage documents, property information reports and tax services. Stewart Mortgage Information Company (SMI), one of the segment companies, providesSLS also offers post-closing outsourcing services for residential mortgage lenders, including document review, investor delivery, FHA/VA insuring, document retrieval, preparation and national recordation of assignments, lien releases and security interests, collateral reviews and loan pool certifications. Stewart Default Solutions, Inc. provides mortgage default management solutions to lenders. In addition, other companies within the real estate information segment provide diverse products and services related to automated mapping projects and geodetic positioning; real estate database conversion, construction, maintenance and access; automation for government recording and registration; criminal, credit and motor vehicle background checks and pre-employment screening services; and I.R.C.Internal Revenue Code Section 1031 (Section 1031) tax-deferred property exchanges.
The introduction of automation tools for title agencies is an important part of the future growth of the REI companies. AutomatedWeb-based search and examination tools developed by Ultima Corporation and REIData, Inc.PropertyInfo® Corp. are designed to increase the processing speed of title examinations by connecting all aspects of the title examination process to theproprietary title plant databases and directly to public records.record data sources. Accessible throughwww.PropertyInfo.comTM, a title examiner can utilize Advanced Search Analysis and SearchManagerTitleSearch TM® to automate work flowsPro (formerly SearchManager) for the search, examination and production of title reports, thus eliminating the steps and inefficiencies associated with traditional courthouse searches. AlsoAs a result of our purchase of certain assets of CST Title Abstract, LLC, Advanced Title Search (ATS) is now offered via www.PropertyInfo.com. ATS provides broader access to data available through real estate portals owneddirectly from public records in a growing number of counties nationwide. In January 2007, Stewart REI Group sold its aerial photography and developed by Stewart’s REI companies are aerial photographs and maps offered bymapping businesses, GlobeXplorer® and AIRPHOTOUSAAirPhotoUSA® to DigitalGlobe® and entered into agreements with these companies to continue to provide spatial and digital imagery through www.PropertyInfo.com.
Factors affecting revenues. As in the title segment, REI revenues, particularly those generated by mortgage informationlender services and tax-deferred exchanges, are closely related to the level of activity in the real estate market. Revenues related to many services are generated on a project basis. Contracts for automating government recording and registration systems and mapping projects are often awarded following competitive bidding processes or after responding to formal requests for proposals.
Companies that compete with Stewart’s REI companies vary across a wide range of industries. In the mortgage-related products and services area, competitors include the major title insurance underwriters mentioned under “Title Market share”, as well as entities known as vendor management companies. In some cases the competitor may be the customer itself. For example, certain services offered by SMISLS can be, or historically have been, performed by internal departments of large mortgage lenders.
Another important factor affecting revenues is the advancement of technology, which permits customers to order and receive timely status reports and final products and services through dedicated interfaces with the customer’s production systems or over the Internet. The use of websites, includingwww.stewart.com andwww.PropertyInfo.com, allows customers easy access to solutions designed for their specific industry.

- 3 -


Customers. Customers for ourStewart’s REI products and services include mortgage lenders and servicers, mortgage brokers, government entities, commercial and residential real estate agents, land developers, builders, title insurance agencies, and others interested in obtaining property information (including data, images and aerial maps) that assist with the purchase, sale and closing of real estate transactions and mortgage loans. Other customers include accountants, attorneys, investors and others seeking services for their respective clients in need of qualified intermediary (Section 1031) services and employers seeking pre-employment information about prospective employees. No one customer was responsible for as much as 10% of our REI operating revenues in any of the last three years.

-4-


Many of the services and products offered by theour REI segment are used by professionals and intermediaries who have been retained to assist consumers with the sale, purchase, mortgage, transfer, recording and servicing of real estate relatedestate-related transactions. To that end, timely and accurate services are critical to our customers since these factors directly affect the service they provide to their customers. Financial strength, marketplace presence and reputation as a technology innovator are important factors in attracting new business.
General
Technology. Our automation products and services are increasing productivity in the title office and speeding the real estate closing process for lenders, real estate professionals and consumers. Before automation, an order typically required several individuals to manually search the title, retrieve and review documents and create the title policy commitment. Today, on a normal subdivision file, and in some locations where our systems are optimally deployed, one person can receive the order electronically, view the prior file, examine the indexed documents, prepare the commitment and deliver the finished title insurance product.
We are deployinghave deployed SureClose®, an electronic document handler thatour transaction management platform, which gives consumers online access to their closing file during the closing process, for more transparency of the transaction.transaction during the closing process. SureClose also gives lenders, real estate professionals and settlement service providers the ability to monitor the progress of the transaction; view, print, exchange and download documents and information; and post and receive messages and receive automatic event notifications. Enhancing the seamless flow of the title order, SureClose is also integrated with Stewart’s AIM® title production system. The final commitment, as well as all other closing documents, is archived on SureClose to create a paperless office.
Our platform for electronic real estate closings, eClosingRoomTM, was the industry’s first e-closing system and is integrated with our SureClose production system. In addition, we are implementing systems that further automate the title searches through rules-based processes.
Trademarks. We have developed numerous automation products and processes that are crucial to both our title and REI segments. These systems automate most facets of the real estate transaction. Among these trademarked products and processes are AIM®, AIRPHOTOUSAeMortgageDocs®, E-Title®, FileStor®, PropertyInfo®, GlobeXplorerRe-Source®, Landata Title Office®, REIMall®, SureClose®, TitleLogix® and Virtual Underwriter®. We consider these trademarks, which are perpetual in duration, to be important to our business.
Employees. As of December 31, 2005,2006, we and our subsidiaries employed approximately 9,8659,900 people. We consider our relationship with our employees to be good.
Available information. We file annual, quarterly and other reports and information with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (the Exchange(Exchange Act). You may read and copy any material that we file with the SEC at the SEC’s Public Reference Room at 450 5th100 F Street, N.W., Room 1200,NE, Washington, DC 20549. You may obtain additional information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxies,proxy and other information statements, and other information regarding issuers that file electronically with the SEC, including us.
We also make available, free of charge on or through our Internet site (www.stewart.com) our Annual Reportsannual reports on Form 10-K, Quarterly Reportsquarterly reports on Form 10-Q, Current Reportscurrent reports on Form 8-K, Code of Ethics and other information statements and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

-5-


Item 1A. Risk Factors
You should consider the following risk factors, as well as the other information presented in this report and our other filings with the SEC, in evaluating our business and any investment in our business.company. These risks could materially and adversely affect our business, financial condition and results of operations. In that event, the trading price of our Common Stock could decline materially.

- 4 -


If adverse changes in the levels of real estate activity occur, our revenues will decline.
Our results of operations and financial condition are affected by changes in economic conditions, particularly mortgage interest rates. Our revenues and earnings have fluctuated in the past and we expect them to fluctuate in the future.
The demand for our title insurance and real estate information services depends in large part on the volume of residential and commercial real estate transactions. The volume of these transactions historically has been influenced by factors such as mortgage interest rates and the overall state of the overall economy. Typically, when interest rates are increasing or when the economy is experiencing a downturn, real estate activity declines. As a result, the title insurance industry tends to experience decreased revenues and earnings. Increases in interest rates also may have an adverse impact on our bond portfolio and interest on our bank debt.
We have benefited from a low mortgage interest rate environment and an increase in home prices in recent years. A reversal of these trends could adversely affect our revenues and earnings absent increases in market share, which cannot be assured.
Competition in the title insurance industry affects our revenues.
Competition in the title insurance industry is strong, particularly with respect to price, service and expertise. Larger commercial customers and mortgage originators also look to the size and financial strength of the title insurer. Although we are one of the leading title insurance underwriters based on market share, Fidelity National Financial, Inc., The First American Corporation and LandAmerica Financial Group, Inc. are each substantially larger than we are. Their holding companies have significantly greater capital than we do. Although we are not aware of any current initiatives to reduce regulatory barriers to entering our industry, any such reduction could result in new competitors, including financial institutions, entering the title insurance business. Competition among the major title insurance companies and any new entrants could lower our premium and fee revenues. From time to time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. These alternative products, if permitted by regulators, could adversely affect our revenues and earnings.
Rapid technological changes in our industry require timely and cost-effective responses. Our earnings may be adversely affected if we are unable to effectively use technology to increase productivity.
Technological advances occur rapidly in the title insurance industry as industry standards evolve and title insurers frequently introduce new products and services. We believe that our future success depends on our ability to anticipate technological changes and to offer products and services that meet evolving standards on a timely and cost-effective basis. Successful implementation and customer acceptance of our technology-based services, such as SureClose, will be crucial to our future profitability, as will increasing our productivity to recover our costs of developing our technology-basedthese services. There is a risk that products and services introduced by our competitors, or advances in technology, could reduce the usefulness of our products and render them obsolete.

-6-


Our claims experience may require us to increase our provision for title losses or to record additional reserves, either of which wouldcould adversely affect our earnings.
Estimating future loss payments is difficult, and our assumptions about future losses may prove inaccurate. Claims are often complex and involve uncertainties as to the dollar amount and timing of individual payments. Claims are often paid many years after a policy is issued. From time to time, we experience large losses from title policies that have been issued, which require us to increase our title loss reserves. These events are unpredictable and adversely affect our earnings.
Our growth strategy will depend in part on our ability to acquire and integrate complementary businesses.
As part of our overall growth strategy, we selectively acquire businesses and technologies that will allow us to enter new markets, provide services that we currently do not offer or advance our existing technology. Our ability to continue this acquisition strategy will depend on our success in identifying and consummating acquisitions of businesses on favorable economic terms. The success of this strategy will also depend on our ability to integrate the operations, products and personnel of any acquired business, retain key personnel, introduce new products and services on a timely basis and increase the strength of our existing management team. Although we actively seek acquisition candidates, we may be unsuccessful in these efforts. If we are unable to acquire appropriate businesses on favorable economic terms, or at all, or are unable to introduce new products and services successfully, our business, results of operations and financial condition could be adversely affected.

- 5 -


We rely on dividends from our insurance underwriting subsidiaries. Significant restrictions on dividends from our subsidiaries could adversely affect our ability to make acquisitions.
We are a holding company and our principal assets are the securities of our insurance underwriting subsidiaries. Because of this structure, we depend primarily on receiving sufficient dividends from our insurance subsidiaries to meet our debt service obligations, to pay our operating expenses and to pay dividends. The insurance statutes and regulations of some states require us to maintain a minimum amount of statutory capital and restrict the amount of dividends that our insurance subsidiaries may pay to us. Guaranty is a wholly owned subsidiary of Stewart and the principal source of our cash flow. In this regard, the ability of Guaranty to pay dividends to us is dependent on the acknowledgement of the Texas Insurance Commissioner. AtAs of December 31, 2005,2006, under Texas insurance law, Guaranty could pay dividends or make distributions of up to $97.6$101.7 million in 20062007 without approval of the Texas Insurance Commissioner. However, Guaranty voluntarily restricts dividends to us so that it can grow its statutory surplus and maintain liquidity at competitive levels. A title insurer’s ability to pay claims can significantly affect the decision of lenders and other customers when buying a policy from a particular insurer. These restrictions could limit our ability to fund our acquisition program with cash and to fulfill other cash needs.

-7-


Our insurance subsidiaries must comply with extensive government regulations. These regulations could adversely affect our ability to increase our revenues and operating results.
     State authoritiesAuthorities regulate our insurance subsidiaries in the various states and international jurisdictions in which theywe do business. These regulations generally are intended for the protection of policyholders rather than shareholders.stockholders. The nature and extent of these regulations vary from jurisdiction to jurisdiction, but typically involve:
  approval or setting of insurance premium rates;
 
  standards of solvency and minimum amounts of statutory capital and surplus that must be maintained;
 
  limitations on types and amounts of investments;
 
  establishing reserves, including statutory premium reserves, for losses and loss adjustment expenses;
 
  regulation of dividend payments and other transactions among affiliates;
 
  prior approval offor the acquisition and control of an insurance company or of any company controlling an insurance company;
 
  licensing of insurers and agencies;
 
  regulation of reinsurance;
 
  restrictions on the size of risks that may be insured by a single company;
 
  regulation of underwriting and marketing practices;
 
  deposits of securities for the benefit of policyholders;
 
  approval of policy forms;
 
  methods of accounting; and
 
  filing of annual and other reports with respect to financial condition and other matters.
These regulations may impede or impose burdensome conditions on rate increases or other actions that we might want to take to enhance our operating results. Changes in these regulations may also adversely affect us. In addition, state regulatory examiners perform periodic examinations of insurance companies, which could result in increased compliance or litigation expenses.
Litigation risks include claims by large classes of claimants.
We are periodically involved in litigation arising in the ordinary course of business. In addition, we are currently, and have been in the past, subject to claims and litigation from large classes of claimants seeking substantial damages not arising in the ordinary course of business. Material pending legal proceedings, if any, not in the ordinary course of business, are disclosed in Item 3 — Legal Proceedings included elsewhere in this report. To date, the impact of the outcome of these proceedings has not been material to our consolidated financial condition or results of operations or financial position.operations. However, an unfavorable outcome in any litigation, claim or investigation against us could have an adverse effect on our consolidated financial condition or results of operations or financial position.operations.
Anti-takeover provisions in our certificate of incorporation and by-laws may make a takeover of us difficult. This may reduce the opportunity for our stockholders to obtain a takeover premium for their shares of our Common Stock.
Our certificate of incorporation and by-laws, as well as Delaware corporation law and the insurance laws of various states, all contain provisions that could have the effect of discouraging a prospective acquirer from making a tender offer for our shares, or that may otherwise delay, defer or prevent a change in control of Stewart.

- 6 -


The holders of our Class B Common Stock have the right to elect four of our nine directors. Pursuant to our by-laws, the vote of six directors is required to constitute an act by the Board of Directors. Accordingly, the affirmative vote of at least one of the directors elected by the holders of the Class B Common Stock is required for any action to be taken by the Board of Directors. The foregoing provision of our by-laws may not be amended or repealed without the affirmative vote of at least a majority of the outstanding shares of each class of our capital stock, voting as separate classes.

-8-


The voting rights of the holders of our Class B Common Stock may have the effect of rendering more difficult or discouraging unsolicited tender offers, merger proposals, proxy contests or other takeover proposals to acquire control of Stewart.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease approximately 253,000271,000 square feet, under a non-cancelable lease expiring in 2016, in an office building in Houston, Texas, which is used for our corporate offices and for offices of several of our subsidiaries. In addition, we lease offices at approximately 750800 additional locations that are used for branch offices, regional headquarters and technology centers. These additional locations include significant leased facilities in Dallas, Los Angeles, Dallas,New York City, San Diego,Jose, Seattle and Las Vegas.Toronto.
Our leases expire from 20062007 to 2016 and have an average term of four years, although our typical lease term ranges from three to five years. We believe we will not have any difficulty obtaining renewals of leases as they expire or, alternatively, leasing comparable properties. The aggregate annual rent expense under all leases was approximately $64,698,000$66.1 million in 2005.2006.
We also own sixseven office buildings located in Texas, Arizona, Colorado and Colorado.New York. These owned properties are not material to our financial position.condition. We consider all buildings and equipment that we own or lease to be well maintained, adequately insured and generally sufficient for our purposes.
Item 3. Legal Proceedings
As first reported inIn September 2006, the Company’s Annual Report on Form 10-KCalifornia Commissioner of Insurance alleged that some of our captive reinsurance programs may have constituted improper payments for the year ended December 31, 2003,placement or referral of title business and is seeking approximately $47 million in fines and penalties from us. Stewart Title Insurance Company (STIC), an underwriter subsidiarybelieves that its reinsurance is traditional reinsurance applied to residential business, which was authorized by the Department of Housing and Urban Development in its August 1997 and 2004 letters on permissible captive reinsurance in residential transactions covered by the Company, wasReal Estate Settlement and Procedures Act (RESPA). We have filed a defendant in a New York state class action lawsuit in the Supreme Court Statenotice of New York. The lawsuit alleged that STIC directly and through its agencies routinely collected excess premiums in connection with refinance transactions. Similar actions were brought against seven other unrelated underwriters. STIC denied culpability on a number of grounds. In February 2005, STIC reached a settlementdefense with the plaintiffs, which was approved by the court and which fully and finally resolved all purposed claimsCalifornia Department of the plaintiffs. At December 31, 2004, the Company had a reserve of $5.3 millionInsurance requesting an administrative hearing in response to its allegations. We believe that we have adequately reserved for this claim, which was sufficient to coverallegation and that the paymentlikely resolution will not materially affect our consolidated financial condition or results of the final settlement in the third quarter of 2005 and other expenses associated with this lawsuit.operations.
We are a partyalso subject to routine lawsuits incidental to our business, most of which involve disputed policy claims. In many of these suits,lawsuits, the plaintiffs seekplaintiff seeks exemplary or treble damages in excess of policy limits based on the alleged malfeasance of an issuing agent. We do not expect that any of these proceedings will have a material adverse effect on our consolidated financial condition.condition or results of operations. Additionally, we have received various other inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance and we do not anticipate that the outcome of these inquiries will materially affect theour consolidated financial condition or results of the Company.operations. We, along with the other major title insurance companies, are party to a number of class actions concerning the title insurance industry. We believe that we have adequate reserves for these contingencies and that the likely resolution of these matters will not materially affect theour consolidated financial condition or results of operations.

-9-


Regulators periodically review title insurance premium rates and may seek reductions in the Company.premium rates charged. In late 2006, the Texas Department of Insurance reduced rates by 3.2% effective February 1, 2007. The effect of this rate change is not expected to have a material impact on our consolidated financial condition or results of operations.
The rates charged by title insurance underwriters in Florida, from which we derive a significant portion of our revenues, are currently under review with proposals to enact premium rate decreases. The California Insurance Commissioner filed a rate reduction order that would have reduced title insurance rates in California by 26% commencing in 2009. On February 21, 2007, this rate reduction order was rejected by the California Office of Administrative Law. California’s Insurance Commissioner has announced plans to submit a revised rate reduction proposal in the future. We believe that California law requires rates to be established competitively and not by administrative order. We cannot predict the outcome of these proposals and, to the extent that rate decreases are enacted in the future, our financial condition and results of operations could be materially adversely affected.
Item 4. Submission of Matters to a Vote of Security Holders
None.

- 7 --10-


PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock is listed on the New York Stock Exchange (the NYSE)(NYSE) under the symbol “STC”. The following table sets forth the high and low sales prices of our Common Stock for each fiscal period indicated, as reported by the NYSE.
                
 High Low
2006: 
First quarter $54.85 $44.77 
Second quarter 47.85 36.16 
Third quarter 36.90 32.87 
Fourth quarter 44.15 34.33 
 High Low 
2005:  
First quarter $42.98 $34.70  $42.98 $34.70 
Second quarter 42.64 34.71  42.64 34.71 
Third quarter 51.99 41.40  51.99 41.40 
Fourth quarter 53.01 45.38  53.01 45.38 
  
2004: 
First quarter $47.60 $34.23 
Second quarter 40.04 31.14 
Third quarter 39.97 31.14 
Fourth quarter 45.20 38.38 
     We paid regular quarterly cash dividends onAs of February 14, 2007, the number of stockholders of record was 5,428 and the price of one share of our Common Stock from 1972 through 1999. During 1999, our Board of Directors approved a plan to repurchase up to 5% (680,000 shares) of our outstanding Common Stock. The Board also determined that our regular quarterly dividend should be discontinued in favor of returning those and additional funds to stockholders through the stock repurchase plan. Under this plan, we repurchased 116,900 shares of Common Stock during 2000 and none in 2001 through 2005. An additional 208,769 shares of treasury stock were acquired primarily in the second quarter of 2002 as a result of the consolidation of a majority-owned subsidiary that was previously held as an equity investee. An additional 160 shares of treasury stock were acquired during the fourth quarter of 2005 in connection with a net exercise of stock options. All of these shares are held by us as treasury shares.$43.30.
The Board of Directors declared an annual cash dividenddividends of $0.75, $0.46$0.75 and $0.46 per share payable December 21, 2006 and December 20, 2005 and 2004, and December 19, 2003, respectively, to Common stockholders of record on December 6, 2006, 2005 and 2004 and December 5, 2003, respectively.2004. Our certificate of incorporation provides that no cash dividends may be paid on the Class B Common Stock.
We had a book value per share of $42.21$44.00 and $38.48$42.21 at December 31, 2006 and 2005, respectively. At December 31, 2006, this measure was based on approximately $802.3 million in stockholders’ equity and 2004, respectively.18,231,270 shares of Common and Class B Common Stock outstanding. At December 31, 2005, this measure was based on approximately $766.3 million in stockholders’ equity and 18.2 million18,154,487 shares of Common and Class B Common Stock outstanding. At

-11-


Performance graph
The following graph compares the yearly percentage change in our cumulative total stockholder return on Common Stock with the cumulative total return of the Russell 2000 Index and the Russell 2000 Financial Services Sector Index, which includes us and our major publicly-owned competitors, for the five years ended December 31, 2004, this measure was based on approximately $697.3 million2006. The graph assumes that the value of the investment in stockholders’ equity and 18.1 million shares outstanding.
     As of March 2, 2006, the number of stockholders of record was 4,801, and the price of one share of our Common Stock and each index was $45.94.$100 at December 31, 2001 and that all dividends were reinvested.
                         
 
  2001 2002 2003 2004 2005 2006
 
Stewart  100.00   108.30   207.65   215.63   255.86   231.89 
Russell 2000  100.00   79.52   117.12   138.67   145.09   171.85 
Russell 2000 Financial Services Sector  100.00   103.47   144.69   175.22   179.08   213.91 
 

- 8 --12-


Item 6. Selected Financial Data
(Ten year summary)
The following table sets forth for the periods and at the dates indicated, our selected consolidated financial data. The financial data, which were derived from our consolidated financial statements and should be read in conjunction with our audited consolidated financial statements, including the Notes thereto, beginning on page F-1 of this Report. See also Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
                                         
 
  2005 2004 2003 2002 2001 2000 1999 1998 1997 1996
 
(In millions of dollars) 
                                         
Total revenues  2,430.6   2,176.3   2,239.0   1,777.9   1,271.6   935.5   1,071.3   968.8   708.9   656.0 
                                         
Title segment:                                        
Operating revenues  2,314.0   2,081.8   2,138.2   1,683.1   1,187.5   865.6   993.7   899.7   657.3   609.4 
Investment income  29.1   22.5   19.8   20.7   19.9   19.1   18.2   18.5   15.9   14.5 
Investment gains  5.0   3.1   2.3   3.0   .4   0   .3   .2   .4   .1 
Total revenues  2,348.1   2,107.4   2,160.3   1,706.8   1,207.8   884.7   1,012.2   918.4   673.6   624.0 
Pretax earnings(1)
  154.4   143.1   200.7   153.8   82.5   10.7   48.3   78.2   31.6   23.9 
                                         
REI segment:                                        
Revenues  82.5   68.9   78.7   71.1   63.8   50.8   59.0   50.4   35.3   32.0 
Pretax earnings (losses)(1)
  10.6   3.6   12.3   9.0   5.5   (4.5)  3.1   3.2   (5.3)  .5 
                                         
Title loss provisions  128.1   100.8   94.8   75.9   51.5   39.0   44.2   39.2   29.8   33.8 
% title operating revenues  5.5   4.8   4.4   4.5   4.3   4.5   4.4   4.4   4.5   5.6 
                                         
Pretax earnings(1)
  165.0   146.7   213.0   162.8   88.0   6.2   51.4   81.4   26.3   24.4 
Net earnings  88.8   82.5   123.8   94.5   48.7   .6   28.4   47.0   15.3   14.4 
Cash flow from operations  173.5   170.4   190.1   162.6   108.2   31.9   57.9   86.5   36.0   38.3 
                                         
Total assets  1,361.2   1,193.4   1,031.9   844.0   677.9   563.4   535.7   498.5   417.7   383.4 
Long-term debt  70.4   39.9   17.3   7.4   7.0   15.4   6.0   8.9   11.4   7.9 
Stockholders’ equity  766.3   697.3   621.4   493.6   394.5   295.1   284.9   260.4   209.5   191.0 
                                         
Per share data(2)
                                        
                                         
Average shares – diluted (in millions)  18.2   18.2   18.0   17.8   16.3   15.0   14.6   14.2   13.8   13.5 
Net earnings – basic  4.89   4.56   6.93   5.33   3.01   .04   1.96   3.37   1.12   1.08 
Net earnings – diluted  4.86   4.53   6.88   5.30   2.98   .04   1.95   3.32   1.11   1.07 
                                         
Cash dividends  .75   .46   .46            .16   .14   .13   .12 
Stockholders’ equity  42.21   38.48   34.47   27.84   22.16   19.61   19.39   18.43   15.17   14.17 
Market price:                                        
High  53.01   47.60   41.45   22.50   22.25   22.31   31.38   33.88   14.63   11.31 
Low  34.70   31.14   20.76   15.05   15.80   12.25   10.25   14.25   9.38   9.81 
Year end  48.67   41.65   40.55   21.39   19.75   22.19   13.31   29.00   14.50   10.38 
 
                                         
 
  2006 2005 2004 2003 2002 2001 2000 1999 1998 1997
 
                                         
(In millions of dollars)                                        
                                         
Total revenues  2,471.5   2,430.6   2,176.3   2,239.0   1,777.9   1,271.6   935.5   1,071.3   968.8   708.9 
                                         
Title segment:                                        
Operating revenues  2,350.7   2,314.0   2,081.8   2,138.2   1,683.1   1,187.5   865.6   993.7   899.7   657.3 
Investment income  34.9   29.1   22.5   19.8   20.7   19.9   19.1   18.2   18.5   15.9 
Investment gains  4.7   5.0   3.1   2.3   3.0   .4   0   .3   .2   .4 
Total revenues  2,390.3   2,348.1   2,107.4   2,160.3   1,706.8   1,207.8   884.7   1,012.2   918.4   673.6 
Pretax earnings(1)
  83.2   154.4   143.1   200.7   153.8   82.5   10.7   48.3   78.2   31.6 
                                         
REI segment:                                        
Revenues  81.2   82.5   68.9   78.7   71.1   63.8   50.8   59.0   50.4   35.3 
Pretax earnings (losses)(1)
  1.3   10.6   3.6   12.3   9.0   5.5   (4.5)  3.1   3.2   (5.3)
                                         
Title loss provisions  141.6   128.1   100.8   94.8   75.9   51.5   39.0   44.2   39.2   29.8 
% title operating revenues  6.0   5.5   4.8   4.4   4.5   4.3   4.5   4.4   4.4   4.5 
                                         
Pretax earnings(1)
  84.5   165.0   146.7   213.0   162.8   88.0   6.2   51.4   81.4   26.3 
Net earnings  43.3   88.8   82.5   123.8   94.5   48.7   .6   28.4   47.0   15.3 
Cash provided by operations  99.7   173.5   170.4   190.1   162.6   108.2   31.9   57.9   86.5   36.0 
                                         
Total assets  1,458.2   1,361.2   1,193.4   1,031.9   844.0   677.9   563.4   535.7   498.5   417.7 
Long-term debt  92.5   70.4   39.9   17.3   7.4   7.0   15.4   6.0   8.9   11.4 
Stockholders’ equity  802.3   766.3   697.3   621.4   493.6   394.5   295.1   284.9   260.4   209.5 
                                         
Per share data(2)
                                        
                                         
Average shares – diluted (millions)  18.3   18.2   18.2   18.0   17.8   16.3   15.0   14.6   14.2   13.8 
                                         
Net earnings – basic  2.37   4.89   4.56   6.93   5.33   3.01   .04   1.96   3.37   1.12 
Net earnings – diluted  2.36   4.86   4.53   6.88   5.30   2.98   .04   1.95   3.32   1.11 
                                         
Cash dividends  .75   .75   .46   .46            .16   .14   .13 
                                         
Stockholders’ equity  44.00   42.21   38.48   34.47   27.84   22.16   19.61   19.39   18.43   15.17 
 
Market price:                                        
High  54.85   53.01   47.60   41.45   22.50   22.25   22.31   31.38   33.88   14.63 
Low  32.87   34.70   31.14   20.76   15.05   15.80   12.25   10.25   14.25   9.38 
Year end  43.36   48.67   41.65   40.55   21.39   19.75   22.19   13.31   29.00   14.50 
  
(1) Pretax earnings before minority interests.
 
(2) Restated for a two-for-one stock split in May 1999, effected as a stock dividend.

- 9 --13-


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s overview. We reported net earnings of $88.8$43.3 million for the year ended December 31, 20052006 compared with net earnings of $82.5$88.8 million for the same period in 2004.year 2005. On a diluted per share basis, net earnings were $4.86$2.36 for the year 20052006 compared with net earnings of $4.53$4.86 for the year 2004.2005. Revenues for the year increased 11.7%1.7% to $2,430.6 million$2.47 billion from $2,176.3 million last year.$2.43 billion in 2005.
     In comparingOur increase in revenues for the year 2006 compared with the year 2005 with 2004, pretax earnings (which is calculated before minority interests) were increased by a higher level ofwas primarily due to acquisitions, revenues from new agencies, continued growth in revenues from commercial transactions and an increase in international operations. The increase in revenues was substantially offset by a decline in transaction volume handled by our direct operations in certain major markets of the country. The decline was due to a softening real estate market resulting primarily from a higher mix of revenues from direct operations compared with lower-margin agency business. Acquisitions increased revenues by $37.3 million and pretax earnings by $8.0 million in 2005. Earnings for 2005 were impacted by higher employee costs andinterest rate environment.
We continue to incur significant other operating expenses primarily because the Company continues to incur the costs of investment in technology advancements. The Company’s goal is to increase productivity, gain market share and provide superior service to its customers. Profits in 2005 were also impacted by an addition to title loss reserves of $10.5 million in the fourth quarter of 2005 relating to a mortgage fraud and a defalcation. The fourth quarter of 2005 also includes charges relating to corrections of the Company’s accounting for leases and employee vacationscosts related to our technology advancements and compliance with both privacy laws and Sarbanes-Oxley. Although our employee costs increased in 2006 compared with 2005 primarily due to acquisitions and costs associated with developing technology initiatives, we reduced employee costs in markets where direct operations experienced revenue declines. In response to overall decreases in transaction volumes, our workforce in our title offices was reduced by approximately 920 employees, or 11.6%, during 2006. Giving effect to the increase in staff primarily for advancing technology, we reduced our total workforce by approximately 720 employees, or 7.1%. Right-sizing extended into January 2007 with the reduction of $2.8 million and $2.1 million, respectively. The combined after tax-effect of these two items was $3.2 million, which is immaterial for the year to net earnings, cash flow and stockholders’ equity.an additional 180 employees. These amounts exclude increases from new offices.
Critical accounting estimatesestimates.. Actual results can differ from the accounting estimates we report. However, we believe there is no material risk of a change in our estimates that is likely to have a material impact on our reported financial condition orand results of operations for the three years ended December 31, 2005.2006.
Title loss reserves
Our most critical accounting estimate is providing for title loss reserves. Our liability for estimated title losses at December 31, 20052006 comprises both known claims ($79.280.3 million) and claims expected to be reported in the future ($267.5304.1 million). The amount of the reserve represents the aggregate future payments net(net of recoveries,recoveries) that we expect to incur on policy and escrow losses and in costs to settle claims.
We base our estimates on reported claims, historical loss payment experience, title industry averages and the current legal and economic environment. In making estimates, we use moving-average ratios of recent actual policy loss payment experience (net of recoveries) to premium revenues.
Provisions for title losses, as a percentage of title operating revenues, were 5.5%6.0%, 4.8%5.5% and 4.4%4.8% for the years ended December 31, 2006, 2005 2004 and 2003,2004, respectively. Actual loss payment experience, including the impact of large losses, is the primary reason for increases or decreases in our loss provision. A change of 0.5% in this percentage, a reasonably likely scenario based on our historical loss experience, would have changed theour provision for title losses and pretax earnings by approximately $11.6$11.8 million for the year ended December 31, 2005.2006.
Estimating future loss payments is difficult and our assumptions are subject to the risk of change. Claims, by their very nature, are complex and involve uncertainties as to the dollar amount and timing of individual payments. Our experience has been that most policy claims against policies and claim payments are made in the first six years after the policy has been issued, although claims are incurred and paid many years later.
We have consistently followed the same basic method of estimating loss payments for more than ten10 years. Independent consulting actuaries have reviewed our title loss reserves and found them to be adequate at each year end for more than ten10 years.

-14-


Goodwill and other long-lived assets
Based on our annual June 30thevaluation of goodwill as of June 30, which is completed annually in the third quarter, and events that may indicate impairment of the value of title plants and other long-lived assets, we estimate and expense to current operations any loss in value to our current operations.value. The process of determining impairment relies on projections of future cash flows, operating results and market conditions. Uncertainties exist in these projections and bear the risk of change related to factors such as interest rates and overall real estate markets. Actual market conditions and operating results may vary materially from our projections. There were no impairment write-offs of goodwill during the three years ended December 31, 2005 and 2004. During 2003, $2.0 million of goodwill attributed to a subsidiary held for sale was written off and is included in other operating expenses in the consolidated financial statements.2006. We use independent appraisers to assist us in determining the fair value of our reporting units and assessing whether an impairment of goodwill exists.

- 10 -


Agency revenues
We recognize revenues on title insurance policies written by independent title agencies (agencies) when the policies are reported to us. In addition, where reasonable estimates can be made, we also accrue for revenues on policies issued but not reported until after period end. We believe that reasonable estimates can be made when recent and consistent policy issuance information is available. Our estimates are based on historical reporting patterns and other information about our agencies. We also consider current trends in our direct operations and in the title industry. In this accrual, we are not estimating future transactions. We are estimating revenues on policies that have already been issued by agencies but not yet reported to or received by us. We have consistently followed the same basic method of estimating unreported policy revenues for more than ten10 years.
Our accruals for unreported policies from agencies were not material to our total assets or stockholders’ equity for any of the three years ended December 31, 2005.2006. The differences between the amounts our agencies have subsequently reported to us as compared to our estimated accruals are substantially offset by any differencedifferences arising from the prior year’s accrual and have been immaterial to stockholders’ equity during each of the three prior years. We believe our process provides the most reliable estimation of the unreported revenues on policies and appropriately reflects the trends in agency policy activity.
Operations.Our business has two main segments: title insurance-related services and real estate information (REI). These segments are closely related due to the nature of their operations and common customers.
Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial properties and other real propertyproperties located in all 50 states, the District of Columbia and a number of international markets through more than 8,5009,500 policy-issuing offices and agencies. We also provide post-closing lender services, mortgage default management services, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, flood certificates, document preparation, background checks and expertise in Section 1031 tax-deferred exchanges. Our current levelslevel of international operations areis immaterial with respect to our consolidated financial results.
Factors affecting revenuesrevenues.. The principal factors that contribute to increases in our operating revenues for our title and REI segments include:
  declining mortgage interest rates, which usually increase home sales and refinancing transactions;
 
  rising home prices;
 
  increasing consumer confidence;
 
  increasing demand by buyers;
 
  increasing number of households;
 
  higher premium rates;
 
  increasing market share;
 
  opening of new offices and acquisitions; and
 
  increasing number of commercial transactions, thatwhich typically yield higher premiums.

-15-


To the extent inflation causes increases in the prices of homes and other real estate, premium revenues are also increased. Premiums are determined in part by the insured values of the transactions we handle. These factors may override the seasonal nature of the title insurance business. Generally, our first quarter is the least active and theour fourth quarter is the most active in terms of title insurance revenues.

- 11 -


Industry data.A table of published mortgage interest rates and other selected residential data for the years ended December 31, 2006, 2005 2004 and 20032004 follows (amounts shown for 20052006 are preliminary and subject to revision). The amounts below may not relate directly to or provide accurate data for forecasting our operating revenues or order counts.
             
 
  2005  2004  2003 
 
Mortgage rates (30-year, fixed-rate) – %            
Average for the year  5.87   5.84   5.82 
First quarter  5.76   5.61   5.84 
Second quarter  5.72   6.13   5.51 
Third quarter  5.76   5.90   6.01 
Fourth quarter  6.22   5.73   5.92 
             
Mortgage originations – in $ billions  2,821   2,727   3,760 
Refinancings share – %  47.7   52.2   69.1 
             
New home sales – in thousands  1,282   1,203   1,086 
Existing home sales – in thousands  7,072   6,784   6,183 
Existing home sales – median sales price in $ thousands  207.6   184.0   168.5 
   
             
 
  2006 2005 2004
 
Mortgage interest rates (30-year, fixed-rate) — %            
Averages for the year  6.41   5.87   5.84 
First quarter  6.24   5.76   5.61 
Second quarter  6.60   5.72   6.13 
Third quarter  6.56   5.76   5.90 
Fourth quarter  6.25   6.22   5.73 
             
Mortgage originations — in $ billions  2,507   2,980   2,792 
Refinancings share — %  41.5   49.3   52.2 
             
New home sales — in thousands  1,061   1,283   1,203 
Existing home sales — in thousands  6,480   7,075   6,779 
Existing home sales — median sales price in $ thousands  222.0   219.6   195.4 
  
Most industry experts project mortgage interest rates to rise modestlyremain stable in 2006.2007 or to decline slightly. Due to the large number of refinancingsrefinancing transactions completed in 2003, 2004 and 2005 and rising interest rates in 2006, significantly fewer refinancing transactions occurred in 2006. Refinancing transactions are being forecast for 2006.expected to remain relatively unchanged in 2007 compared with 2006 as interest rates stabilize.
Trends and order counts.InMortgage interest rates (30-year, fixed-rate) have fluctuated from a monthly low of 5.45% in the first quarter of 2004 to a high of 6.76% in the third quarter of 20032006 and were 6.14% in December 2006. Mortgage originations increased during 2005 compared with 2004 as a result of the favorable interest rate environment, but decreased during 2006 due to a significant increase in average mortgage interest rates increased significantly by 50 basis points to 6.01%. Since that time, mortgage interest rates have fluctuated from 5.45% to a high of 6.33% in the fourth quarter of 2005. Mortgage originations fell to lower levels beginning in the fourth quarter of 2003 primarily because refinancing transactions fell dramatically. Mortgage originations continued to fall substantially during 2004, although there was a slight increase in 2005.rates. Sales of new and existing homes continued an upward trend throughoutfor 2004 through 2006 have generally followed the trends of mortgage interest rates and 2005.originations.
As a result of the above trends, the Company’sour order levels beganincreased overall from 2004 to decline in the third quarter of 2003. They remained below prior year levels through August 2004. For the rest of 2004, orders exceeded the number of orders received in 2003. Order levels for 2005, remained relatively comparable to 2004, although orders for the fourth quarter of 2005 were lower than the comparable period in 2004. Some of the increases in 2005 and 2004 were due to acquisitions. Our order levels for 2006 compared with 2005 decreased significantly as a result of a softening real estate market resulting primarily from the higher interest rate environment noted above. The decline in order counts for 2006 was partially offset by acquisitions.
Our order counts follow (in thousands):
            
            
 2006 2005 2004
 2005 2004 2003 
 
First quarter 212 223 263  193 212 223 
Second quarter 245 222 315  202 245 222 
Third quarter 238 204 238  183 238 204 
Fourth quarter 187 191 171  162 187 191 
  
 882 840 987  740 882 840 
   

-16-


Regulatory developments.In September 2006, the California Commissioner of Insurance alleged that some of our captive reinsurance programs may have constituted improper payments for the placement or referral of title business and is seeking approximately $47 million in fines and penalties from us. Stewart believes that its reinsurance is traditional reinsurance applied to residential business, which was authorized by the Department of Housing and Urban Development in its August 1997 and 2004 letters on permissible captive reinsurance in residential transactions covered by the Real Estate Settlement and Procedures Act (RESPA). We have filed a notice of defense with the California Department of Insurance requesting an administrative hearing in response to its allegations. We believe that we have adequately reserved for this allegation and that the likely resolution will not materially affect our consolidated financial condition or results of operations.
Regulators periodically review title insurance premium rates and may seek reductions in the premium rates charged. In late 2006, the Texas Department of Insurance reduced rates by 3.2% effective February 1, 2007. The effect of this rate change is not expected to have a material impact on our consolidated financial condition or results of operations.
The rates charged by title insurance underwriters in Florida, from which we derive a significant portion of our revenues, are currently under review with proposals to enact premium rate decreases. The California Insurance Commissioner filed a rate reduction order that would have reduced title insurance rates in California by 26% commencing in 2009. On February 21, 2007, this rate reduction order was rejected by the California Office of Administrative Law. California’s Insurance Commissioner has announced plans to submit a revised rate reduction proposal in the future. We believe that California law requires rates to be established competitively and not by administrative order. We cannot predict the outcome of these proposals and, to the extent that rate decreases are enacted in the future, our financial condition and results of operations could be materially adversely affected.
Results of Operations
A comparison of theour results of operations of the Company for 2006 with 2005 and 2005 with 2004 and 2004 with 2003 follows. Factors contributing to fluctuations in results of operations are presented in their order of monetary significance. We have quantified, when necessary, significant changes.
Title revenuesrevenues.. Our revenues from direct title operations decreased 1.3% in 2006 and increased 18.3% in 20052005. The largest revenue decreases in 2006 were in California and decreased 0.9%Florida, partially offset by increases in 2004. Acquisitions added revenuesTexas, including the results of $37.3 millionacquisitions made in that state, and $53.2 millionCanada. The decreases were due to a softening real estate market resulting primarily from the higher interest rate environment that has impacted certain major markets and an overall reduction in 2005 and 2004, respectively. The number of direct closings we handled increased 5.5% in 2005 and decreased 20.8% in 2004.home sales. The largest revenue increases in 2005 were in Texas, Florida, California and Arizona. Acquisitions added revenues of $51.7 million and $71.8 million in 2006 and 2005, respectively. Revenues from commercial and other large transactions increased $42.8 million and $6.3 million in 2006 and 2005, respectively.
The largest decreasesnumber of direct closings we handled decreased 17.3% in 2004 were2006 and increased 5.5% in Texas, Colorado and Illinois, partially offset by increases in New York, Canada, California and Puerto Rico.
     The2005. However, the average revenue per closing increased 12.3%17.0% in 20052006 and 25.2%11.3% in 20042005 primarily due to a lower ratio of refinancingsrefinancing transactions closed by our direct operations compared towith the prior year. Title insurance premiums on refinancingsrefinancing transactions are typically less than on property sales. The increase in 20052006 in average revenue per closing was also due to an increased proportiona higher complement of commercial transactions and rising home prices.transactions.

- 12 -


Revenues from agencies increased 3.9% in 2006 and 5.9% in 20052005. The increase in 2006 was due to new agencies and decreased 3.9%additional revenues from existing agencies, partially offset by the impact of a reduction in 2004.home sales and our acquisition of some agencies that were formerly independent. The increase in 2005 was primarily due to a decrease in the ratio of refinancing transactions compared to property sales, partially offset by our acquisitions of some agencies that were formerly independent. The decrease

-17-


Agency business increased in 2004 was primarily2006 due in part to new agencies added by us in Florida in 2006 and 2005 and due to an overall decreasethe acquisition of a New York title insurance underwriter with agency operations. These increases were partially offset by decreases in the volume of transactions completedtransaction volumes in California and a decrease in refinancing transactions offset somewhat by an increase in property sales. We are unable to quantify the relative contributions from refinancings and property sales because, in most jurisdictions, our independent agencies are not required to report this information. Our statements on sales and refinancings are based on published industry data from sources such as Fannie Mae, the Mortgage Bankers Association, the National Association of Realtors® and Freddie Mac. We also use information from our direct operations.
Pennsylvania. The largest increases in revenues from agencies in 2005 were primarily in Florida, New Jersey, Georgia and Maryland, partially offset partially by decreases in California and Texas. The largest decreases in 2004 in revenues from agencies were primarily in California, Utah, New York and Michigan, offset partially by increases in Virginia, Florida and Pennsylvania.
The Texas Department of Insurance reduced title insurance premium rates by 6.5% effective July 1, 2004. As a consequence, our revenues and net earnings were reduced by approximately $19.0 million and $5.6 million, respectively, in 2006, $17.6 million and $5.2 million, respectively, in 2005 and $8.8 million and $2.6 million, respectively, in 2004. In late 2006, the Texas Department of Insurance reduced premium rates by 3.2% effective February 1, 2007. The effect of this rate change is not expected to have a material impact on our consolidated financial condition or results of operations.
Our statements above on sales and loan activity are based on published industry data from sources including Fannie Mae, the Mortgage Bankers Association, the National Association of Realtors® and Freddie Mac. We also use information from our direct operations.
Title revenues by statestate.. The approximate amounts and percentages of consolidated title operating revenues for the last three years were as follows:
                                                
 Amounts ($ millions) Percentages Amounts ($ millions) Percentages
 2005 2004 2003 2005 2004 2003  2006 2005 2004 2006 2005 2004
Texas 321 292 269 14 13 13 
California 367 353 414 16 17 19  317 367 353 13 16 17 
Texas 292 269 264 13 13 12 
Florida 245 175 159 11 8 7  280 245 175 12 11 8 
New York 159 154 147 7 7 7  180 159 154 8 7 7 
All others 1,251 1,131 1,154 53 55 55  1,253 1,251 1,131 53 53 55 
  
 2,314 2,082 2,138 100 100 100  2,351 2,314 2,082 100 100 100 
   
REI revenuesrevenues.. Real estate information services revenues were $81.2 million in 2006, $82.5 million in 2005 and $68.9 million in 20042004. The decrease in 2006 resulted primarily from reduced revenues related to post-closing services and $78.7 millionelectronic mortgage documents. These decreases were offset somewhat by an increase in 2003. revenues in our automated mapping services due to an acquisition. In 2006, revenues and pretax earnings from our tax-deferred property exchange business were negatively impacted due to a shift from taxable income to a higher percentage of tax-exempt income than was earned in 2005.
The increase in revenues in 2005 resulted primarily from a greater number of Section 1031tax-deferred property exchanges and increases in automated mapping services due to an acquisition in the second half of 2005, partially offset by reduced revenues relatingrelated to post-closing services and electronic mortgage documents.
In January 2007, we sold our aerial photography and mapping businesses, GlobeXplorer® and AirPhotoUSA®, to DigitalGlobe® and entered into agreements with these companies to continue to provide spatial and digital imagery through,www.PropertyInfo.com. The decrease in 2004 resulted primarily from a lesser amountimpact of post-closing servicesthe sale transaction and electronic mortgage documents resulting from a reduction in the volumethese businesses was not material to our consolidated financial condition, results of real estate transactions, offset somewhat by an increase in Section 1031 tax-deferred property exchange services.operations or cash flows.
InvestmentsInvestments.. Investment income increased $5.8 million, or 19.9%, in 2006 primarily due to higher yields. Investment income increased $6.6 million, or 29.4%, in 2005 because of an increasedue to increases in average balances invested and higher yields. Investment income increased 13.7% in 2004 because of increases in average balances invested, partially offset by lower yields. Certain investment gains and losses in 2006, 2005 2004 and 20032004 were realized as part of the ongoing management of the investment portfolio for the purpose of improving performance. In 2005, investment and other gains also included a pretax gain of $1.9 million realized from the sale of our ownership interest in an equity investee.

-18-


Retention by agenciesagencies.. The amounts retained by agencies, as a percentage of revenues generated by them, were 81.2%80.7%, 81.6%81.2% and 82.0%81.6% in the years 2006, 2005 2004 and 2003,2004, respectively. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. TheThis retention percentage that amounts retained by agencies bears to agency revenues may vary from year to yearyear-to-year because of the geographical mix of agency operations, and the volume of title revenues.revenues and, in some states, laws or regulations.
Selected cost ratios (by segment).The following table shows employee costs and other operating expenses as a percentage of related title and REI operating revenues.
                                                
 Employee costs (%) Other operating (%) Employee costs (%) Other operating (%)
 2005 2004 2003 2005 2004 2003  2006 2005 2004 2006 2005 2004
Title 27.5 25.9 24.7 15.1 14.7 13.4  28.3 27.5 25.9 15.8 15.1 14.7 
REI 60.5 65.5 56.9 22.4 23.2 27.2  63.8 60.5 65.5 35.2 22.4 23.2 
   
These two categories of expenses are discussed below in terms of year-to-year monetary changes.
Employee costscosts.. Employee costs for the combined business segments increased 17.5%$33.9 million, or 4.9%, in 20052006 and 3.1%$103.5 million, or 17.5%, in 2004.2005. The number of persons we employed at December 31, 2006, 2005 2004 and 20032004 was approximately 9,900, 9,00010,100 and 8,200,9,200, respectively. The increasesAlthough employee costs increased in staff in2006 compared with 2005 and 2004 were primarily due to 552acquisitions and 605costs associated with developing technology initiatives, we reduced employee costs in markets where direct operations experienced revenue declines. In response to overall decreases in transaction volumes, we reduced our workforce in title offices by approximately 920 employees, or 11.6%, during 2006. Giving effect to the increase in staff primarily for advancing technology, we reduced our total workforce by approximately 720 employees, or 7.1%. These amounts exclude increases from new offices.
Acquisitions increased staff in 2006 and 2005 by 523 and 552 employees, and $18.3$23.3 million and $26.9$36.3 million in employee costs, from acquisitions, respectively. Employee costs were also impacted by the competitive market for key employees in California and other states and by a significant increase in health insurance claims and related premiums during 2006 compared with 2005.
The number of employees and employee costs also increased in 2005 compared with 2004 due to the impact of new offices and the increase in theour volume of real estate transactions closed by us.transactions. Employee costs were increased $2.1 million in the fourth quarter of 2005 related to our accounting for employee vacations.

- 13 -


In our REI segment, employee costs for 2006 were comparable to 2005. In 2005, employee costs in our REI segment increased 10.7% in 2005.compared with 2004. These employee costs did not increase proportionately with the 19.7% increase in segment revenues due to an increase in revenues from Section 1031 property exchanges,exchange services, which are less labor intensive than other REI services. In 2004 employee costs were comparable to 2003.
Other operating expenses.Our employee costs and certain other operating expenses. are sensitive to inflation. Other operating expenses for the combined business segments increased 14.9%$32.8 million, or 8.8%, in 20052006 and 5.7%$48.3 million, or 14.9%, in 2004.2005. The increase in other operating expenses in 2006 was partially due to acquisitions, which contributed approximately $13.7 million of the increase. Other 2006 increases included technology costs, outside search fees, business promotion and litigation costs. The increase in other operating expenses in 2005 was partially due to acquisitions, which contributed approximately $9.4$18.9 million of the increase. Other 2005 increases included rent of $10.0 million, certain REI expenses,outside search fees, business promotion and technology costs. Increases in 2004 were in acquisitions, which contributed $12.4 million of the increase, litigation costs of $4.7 million, rent and technology costs. The increases were partially offset by decreases in certain REI expenses in response to volume decreases, supplies expense and attorney fees.
Other operating expenses also include title plant and travel expenses. Most of our operating expenses follow, to varying degrees, the changes in transaction volume and revenues.
     Our employee costs and certain other operating expenses are sensitive to inflation. To the extent inflation causes increasesIncluded in the prices of homes and other real estate, premium revenues also increase. Premiums are determinedincrease in part by the insured values of the transactions we handle.rent expense in 2005 was a $2.8 million charge related to our accounting for leases.

-19-


Title losseslosses.. Provisions for title losses, as a percentage of title operating revenues, were 5.5%6.0%, 5.5% and 4.8% in 2006, 2005 and 4.4% in 2005, 2004, and 2003, respectively. An increase in the number of larger lossesloss payment experience for recent policy years resulted in an increase in our loss ratio in 2006 compared with 2005. TheAdditions to title loss reserves of $4.9 million and $4.3 million in the second and fourth quarters of 2006, respectively, related primarily to agency defalcations, also contributed to the increase included a $10.5 millionin our title loss ratio in the current year. Included in 2005 was an addition to title loss reserves of $10.5 million in the fourth quarter of 2005 related to a mortgage fraud and aan agency defalcation. An increase in loss payment experience for prior policy years also resulted in an increase in our loss ratiosprovision in 2005 andcompared with 2004.
Income taxestaxes.. The provisions for federal, state and foreign income taxes representedOur effective tax rates, based on earnings before taxes and after deducting minority interests ($66.3 million, $145.5 million and $133.2 million in 2006, 2005 and 2004, respectively), were 34.8%, 39.0% and 38.1% for 2006, 2005 and 2004, respectively. For 2006, our effective tax rate was positively impacted primarily by a higher ratio of 37.9%, 37.4% and 37.6%tax-exempt income to earnings before taxes than in 2005, 2004 and 2003, respectively.2005.
Contractual obligations.Our material contractual obligations at December 31, 20052006 were:
                    
                    
 Payments due by period ($ millions)
 Payments due ($ millions) Less than 1–3 3–5 More than  
 Less than 1-3 3-5 More than   1 year years years 5 years Total
 1 year years years 5 years Total
 
Notes payable 18.0 26.8 41.7 1.9 88.4  17.1 41.4 49.4 1.6 109.5 
Operating leases 48.6 73.4 39.4 53.7 215.1  55.2 81.2 43.3 58.3 238.0 
Estimated title losses 65.9 97.1 45.0 138.7 346.7  73.0 107.6 50.0 153.8 384.4 
  
 132.5 197.3 126.1 194.3 650.2  145.3 230.2 142.7 213.7 731.9 
   
Material contractual obligations consist primarily of notes payable, operating leases and estimated title losses. Operating leases are primarily for office space and expire over the next 1110 years. The timing above for the payment of estimated title losses is not set by contract. Rather, it is projected based on historical payment patterns. The actual timing of estimated title loss payments may vary materially from the above projection because claims, by their nature, are complex and paid over long periods of time. Loss reserves represent a total estimate only, whereas the other contractual obligations are determinable as to timing and amounts. Title losses paid were $106.6 million, $82.2 million and $68.4 million in 2006, 2005 and $58.0 million in 2005, 2004, and 2003, respectively.
Liquidity and Capital Resources
Liquidity.Cash provided by operations was $99.7 million, $173.5 million and $170.4 million in 2006, 2005 and $190.1 million2004, respectively. Cash provided by operations was reduced due to decreases in 2005, 2004earnings and 2003, respectively.taxes payable and increases in title loss payments and receivables. Cash flow from operations has been the primary source of financing for additions to property and equipment, expanding operations, dividends to stockholders and other requirements. This source is supplemented by bank borrowings.borrowings, typically in connection with acquisitions.
The most significant non-operating source of cash was from proceeds of investments matured and sold in the amountamounts of $435.5 million, $580.9 million and $405.7 million in 2006, 2005 and $264.3 million in 2005, 2004, and 2003, respectively. We used cash for the purchases of investments in the amounts of $405.9 million, $679.0 million and $470.8 million in 2006, 2005 and $416.3 million in 2005, 2004, and 2003, respectively.

- 14 --20-


     AcquisitionsUnrealized gains and losses on investments, net of taxes, are reported in accumulated other comprehensive earnings, a component of stockholders’ equity, until realized. For 2006, unrealized investment gains increased comprehensive earnings by $0.8 million, net of taxes. During the first six months of 2006, unrealized investment losses reduced comprehensive earnings by $6.5 million, net of taxes. These unrealized investment losses were primarily related to changes in bond values caused by interest rate increases. The increase in comprehensive income related to unrealized investment gains during the last six months of 2006 of $7.3 million, net of taxes, was primarily related to changes in bond values caused by interest rate decreases.
During the years ended 2006, 2005 and 2004, and 2003acquisitions resulted in additions to goodwill of $48.7 million, $30.1 million $45.6 million and $13.7$45.6 million, respectively.
Restrictions on liquidity.A substantial majority of our consolidated cash and investments at December 31, 20052006 was held by Stewart Title Guaranty Company (Guaranty) and its subsidiaries. The use and investment of these funds, dividends to the Companyus, and cash transfers between Guaranty and its subsidiaries and the Companyus are subject to certain legal restrictions (Notesrestrictions. See Notes 2 and 3).3 to the accompanying consolidated financial statements.
Our liquidity at December 31, 2005,2006, excluding Guaranty and its subsidiaries, was comprised of cash and investments aggregating $35.6$55.4 million and short-term liabilities of $3.3$6.7 million. We know of no commitments or uncertainties that are likely to materially affect our ability to fund cash needs (Note 17).needs. See Note 17 to the accompanying consolidated financial statements.
Loss reserves.Our loss reserves are fully funded, segregated and invested in high-quality securities and short-term investments. This isinvestments as required by the insurance regulators of the states in which our underwriters are domiciled. At December 31, 2005,2006, these investments aggregated $427.0$457.0 million and our estimated title loss reserves were $346.7$384.4 million.
Effective September 1, 2005 and retroactive to the start of the year, the Texas Legislature reduced statutory reserve requirements for our major title insurer. The change does not directly impact reported earnings or loss reserves under U.S. generally accepted accounting principles. However, in the year 2005 the change released approximately $25.2 million, or approximately $18.3 million after tax,taxes, of low-yielding statutory reserve investments, making that portion available for other uses.
Historically, our operating cash flow has been sufficient to pay all title policy losses incurred.losses. As reported in Note 4 to the marketaccompanying consolidated financial statements, the fair value of our debt securities maturing in less than one year was $33.8$57.9 million at December 31, 2005. Combined with2006. Combining our expected annual cash flow fromprovided by operations ($173.599.7 million in 2005),2006) with investments maturing in less than one year, we do not expect future loss payments to create a liquidity problem for us. Beyond providing funds for losses,loss payments, we manage the maturities of our investment portfolio to provide safety of capital, improve earnings and mitigate interest rate risks.
Capital resources.We consider our capital resources to be adequate. We expect external capital resources will be available, if needed, because of our low debt-to-equity ratio. Long-term debt was $70.4$92.5 million and stockholders’ equity was $766.3$802.3 million at December 31, 2005.2006. We are not aware of any trends, either favorable or unfavorable, that willwould materially affect notes payable or stockholders’ equity. We do not expect any material changes in the mix and relative cost of such resources. Significant acquisitions in the future could materially affect the notes payable or stockholders’ equity balances.
Off-balance sheet arrangements.We do not have any material source of liquidity or financing that involves off-balance sheet arrangements.arrangements, other than our contractual obligations under operating leases.

-21-


Forward-looking statements.All statements included in this report, other than statements of historical facts, addressing activities, events or developments that we expect or anticipate will or may occur in the future, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties including, among other things, adverse changes in the levels of real estate activity, technology changes, unanticipated title losses, adverse changes in governmental regulations, actions of competitors, general economic conditions and other risks and uncertainties discussed under Item 1A Risk Factors included elsewhere in this report.

- 15 -


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
The discussion below about our risk management strategies includes forward-looking statements that are subject to risks and uncertainties. Management’s projections of hypothetical net losses in the fair valuevalues of our market rate-sensitive financial instruments, should certain potential changes in market rates occur, are presented below. While we believe that the potential market rate changes are possible, actual rate changes could differ.
Our only material market risk in investments in financial instruments is our debt securities portfolio. We invest primarily in marketable municipal, corporate foreign,and utilities, U.S. Government and mortgage-backedforeign debt securities. We do not invest in financial instruments of a hedging or derivative nature.
We have established policies and procedures to minimize our exposure to changes in the fair values of our investments. These policies include retaining an investment advisory firm, an emphasis upon credit quality, management of portfolio duration, maintaining or increasing investment income through high coupon rates and actively managing profile and security mix depending upon market conditions. We have classified all of our investments as available-for-sale.
Investments in debt securities at December 31, 20052006 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights):
        
         Amortized Fair
 costs values
 Amortized Market
 costs values ($ thousands)
 ($ thousands) 
In one year or less 33,881 33,782  58,162 57,903 
After one year through two years 51,474 51,107  52,537 52,162 
After two years through three years 58,147 57,950  67,020 67,003 
After three years through four years 70,591 71,136  49,325 48,782 
After four years through five years 44,283 43,889  65,944 65,815 
After five years 247,929 250,727  239,203 240,664 
Mortgage-backed securities 310 281  228 200 
  
 506,615 508,872  532,419 532,529 
   
We believe our investment portfolio is diversified and do not expect any material loss to result from the failure to perform by issuers of the debt securities we hold. Our investments are not collateralized. The mortgage-backed securities are issued by U.S. Government-sponsored entities.
Based on our debt securities portfolio and interest rates at December 31, 2005,2006, a 100 basis-point increase (decrease) in interest rates would result in a decrease (increase) of approximately $20.5$19.9 million, or 4.0%3.7%, in the fair value of our portfolio. Changes in interest rates may affect the fair value of the debt securities portfolio and may result in unrealized gains or losses. Gains or losses would only be realized upon the sale of the investments. Any other-than-temporary declines in marketfair values of securities are charged to earnings.

-22-


Item 8. Financial Statements and Supplementary Data
Item 8.Financial Statements and Supplementary Data
The information required to be provided in this item is included in our audited Consolidated Financial Statements, including the Notes thereto, attached hereto as pages F-1 to F-19,F-23, and such information is incorporated in this report by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Item 9A.Controls and Procedures
Our principal executive officers and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2005,2006, have concluded that, as of such date, our disclosure controls and procedures are adequate and effective to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.

- 16 -


There has been no change in our internal control over financial reporting during the quarter ended December 31, 20052006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As a result, no corrective actions were required or undertaken.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal controls over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal controls over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
     The Board of Directors has adopted theStewart Code of Business Conduct and EthicsandGuidelines on Corporate Governance,as well as theCode of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer. Each of these documents can be found at our website,www.stewart.com.
See page F-2 for the Sarbanes-Oxley Section 404 Management Report and page F-3 for the Report of Independent Registered Public Accounting Firm on our effectiveness of internal control over financial reporting.
Item 9B. Other Information
Item 9B.Other Information
None.

- 17 --23-


PART III
Item 10. Directors and Executive Officers of the Registrant
Item 10.Directors, Executive Officers and Corporate Governance
Information regarding our directors and executive officers will be included in our proxy statement for our 20062007 Annual Meeting of Stockholders (the Proxy(Proxy Statement), to be filed within 120 days after December 31, 2005,2006, and is incorporated in this report by reference.
The Board of Directors has adopted theStewart Code of Business Conduct and EthicsandGuidelines on Corporate Governance,as well as theCode of Ethics for Chief Executive Officers, Principal Financial Officers and Principal Accounting Officer. Each of these documents can be found at our website,www.stewart.com.
Item 11. Executive Compensation
Item 11.Executive Compensation
Information regarding compensation for our executive compensationofficers will be included in the Proxy Statement and is incorporated in this report by reference. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder matters will be included in the Proxy Statement and is incorporated in this report by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13.Certain Relationships and Related Transactions, and Director Independence
Information regarding security ownership of certain beneficial ownersrelationships and managementrelated transactions, and director independence will be included in the Proxy Statement and is incorporated in this report by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions will be included in the Proxy Statement and is incorporated in this report by reference.
Item 14. Principal Accounting Fees and Services
Item 14.Principal Accounting Fees and Services
Information regarding fees paid to and services provided by our independent registered public accounting firm will be included in the Proxy Statement and is incorporated in this report by reference.

-24-


PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 15.Exhibits, Financial Statement Schedules
(a) Financial Statements and Financial Statement Schedules
 
  The financial statements and financial statement schedules filed as part of this report are listed in the Index to Consolidated Financial Statements and Financial Statement Schedules on Page F-1 of this document. All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
 
(b) Exhibits
 
  Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Index to Exhibits immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.

- 18 --25-


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.
     
STEWART INFORMATION SERVICES CORPORATION
(Registrant)

By:  /s/ Malcolm S. Morris    
 (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.    
 By:Stewart Morris, Jr., Co-Chief Executive
Officer, President and Director 
 /s/ Stewart Morris, Jr.
 
   
By:  /s/ Max Crisp    
Stewart Morris, Jr., Co-Chief Executive Officer,
President and Director
By:/s/ Max Crisp
 Max Crisp, Executive Vice President and
Chief Financial Officer, Secretary–Treasurer,
Director and Principal Financial Officer 
 
 
   
By:  Officer, Secretary-Treasurer, Director and/s/ Alison R. Evers    
 Alison R. Evers, Senior Vice President,   
Corporate Controller and
Principal FinancialAccounting Officer
  
Dated: March 13, 2006February 23, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on our behalf on February 23, 2007 by the following persons on our behalf and in the capacities and on the dates indicated:Directors:
     
/s/ Robert L. Clarke
     (Robert
/s/ Malcolm S. Morris
(Robert L. Clarke) Director(Paul Hobby) March 13, 2006(Malcolm S. Morris)
/s/ Max Crisp
     (Max Crisp)
 DirectorMarch 13, 2006
/s/ Nita Hanks
     (Nita Hanks)
DirectorMarch 13, 2006

     (Paul Hobby)
Director
/s/ E. Douglas Hodo
     (E.
/s/ Stewart Morris, Jr.
(Max Crisp)(E. Douglas Hodo) Director(Stewart Morris, Jr.)
 March 13, 2006
 
     (Laurie
(Nita Hanks)(Laurie C. Moore) Director
/s/ Malcolm S. Morris
     (Malcolm S. Morris)
DirectorMarch 13, 2006
/s/ Stewart Morris, Jr.
     (Stewart Morris, Jr.)
DirectorMarch 13, 2006

      (W.(W. Arthur Porter)
Director

- 19 --26-


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
     
Stewart Information Services Corporation and Subsidiaries’ Consolidated Financial Statements:    
     
  F-2 
     
  F-3 
     
  F-5 
     
  F-6 
     
  F-7 
     
  F-8 
     
Financial Statement Schedules:    
     
  S-1 
  S-5 

F-1


Sarbanes-Oxley Section 404 Management Report
To the Board of Directors and Stockholders of
Stewart Information Services Corporation
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005.2006. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control — Integrated Framework.
Based on our assessment, management believes that, as of December 31, 2005,2006, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s independent registered public accounting firm has issued an audit report on our assessment of the Company’s internal control over financial reporting.
By:   /s/ Malcolm S. Morris
     
   
By:  /s/ Malcolm S. Morris  
 Malcolm S. Morris, Co-Chief Executive
Officer and Chairman of the
 
Board of Directors 
 
   
By:  and Chairman of the Board of Directors
/s/ Stewart Morris, Jr.    
 By:Stewart Morris, Jr., Co-Chief Executive
Officer, President and Director
  /s/ Stewart Morris, Jr.
 
   
By:  
Stewart Morris, Jr., Co-Chief Executive Officer,
President and Director
By:   /s//s/ Max Crisp    
 Max Crisp, Executive Vice President and   
 Max Crisp, Executive Vice President and Chief Financial
Officer, Secretary-Treasurer, Director and
Principal Financial Officer  

F-2


Report of Independent Registered Public Accounting Firm
To theThe Board of Directors and Stockholders of
Stewart Information Services CorporationCorporation:
We have audited management’s assessment, included in the accompanying Sarbanes-Oxley Section 404 Management Report, that Stewart Information Services Corporation maintained effective internal control over financial reporting as of December 31, 2005,2006, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Stewart Information Services Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Stewart Information Services Corporation maintained effective internal control over financial reporting as of December 31, 2005,2006, is fairly stated, in all material respects, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Stewart Information Services Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2006, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Stewart Information Services Corporation and subsidiaries as listed in the accompanying index, of Stewart Information Services Corporation and our report dated March 7, 20061, 2007 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Houston, Texas
March 7, 2006
/s/ KPMG LLP  
Houston, Texas 
March 1, 2007 

F-3


Report of Independent Registered Public Accounting Firm
To theThe Board of Directors and Stockholders of
Stewart Information Services CorporationCorporation:
We have audited the consolidated financial statements of Stewart Information Services Corporation and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedules as listed in the accompanying index. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Stewart Information Services Corporation and subsidiaries as of December 31, 20052006 and 2004,2005, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 20052006 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Stewart Information Services Corporation’s internal control over financial reporting as of December 31, 2005,2006, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 20061, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.
/s/ KPMG LLP
Houston, Texas
March 7, 2006
/s/ KPMG LLP  
Houston, Texas 
March 1, 2007 

F-4


CONSOLIDATED STATEMENTS OF EARNINGS, RETAINED EARNINGS AND COMPREHENSIVE EARNINGS
                        
Years ended December 31 2005 2004 2003 2006 2005 2004
 ($000 Omitted) ($000 omitted, except per share)
Revenues
  
Title insurance:  
Direct operations 1,041,977 880,697 888,454  1,028,688 1,041,977 880,697 
Agency operations 1,272,062 1,201,075 1,249,800  1,321,994 1,272,062 1,201,075 
 
Real estate information services 82,495 68,907 78,666 
Real estate information 81,159 82,495 68,907 
Investment income 29,127 22,514 19,800  34,913 29,127 22,514 
Investment gains – net 4,966 3,099 2,310 
Investment and other gains — net 4,727 4,966 3,099 
  
 2,430,627 2,176,292 2,239,030  2,471,481 2,430,627 2,176,292 
  
Expenses
  
Amounts retained by agencies 1,032,496 980,457 1,024,282  1,067,071 1,032,496 980,457 
Employee costs 694,599 591,092 573,486  728,529 694,599 591,092 
Other operating expenses 373,161 324,897 307,509  405,951 373,161 324,897 
Title losses and related claims 128,102 100,841 94,827  141,557 128,102 100,841 
Depreciation and amortization 33,954 31,025 25,240  37,747 33,954 31,025 
Interest 3,351 1,248 721  6,090 3,351 1,248 
  
 2,265,663 2,029,560 2,026,065  2,386,945 2,265,663 2,029,560 
  
Earnings before taxes and minority interests 164,964 146,732 212,965  84,536 164,964 146,732 
Income taxes 56,768 50,696 75,748  23,045 56,768 50,696 
Minority interests 19,431 13,518 13,462  18,239 19,431 13,518 
  
  
Net earnings
 88,765 82,518 123,755  43,252 88,765 82,518 
  
Retained earnings at beginning of year 543,295 469,107 353,226  619,232 543,295 469,107 
Excess distribution to minority interest   (478)      (478)
Cash dividends on Common Stock ($.75 per share in 2005 and $.46 per share in 2004 and 2003)  (12,828)  (7,852)  (7,874)
Cash dividends on Common Stock ($.75 per share in 2006 and 2005 and
$.46 per share in 2004)
 (12,886)  (12,828)  (7,852)
  
  
Retained earnings at end of year 619,232 543,295 469,107  649,598 619,232 543,295 
   
  
Average number of shares outstanding – assuming dilution (000 omitted) 18,246 18,199 17,980 
Average shares — diluted (000) 18,304 18,246 18,199 
  
Earnings per share – basic 4.89 4.56 6.93 
Earnings per share — basic 2.37 4.89 4.56 
  
Earnings per share – diluted
 4.86 4.53 6.88 
Earnings per share — diluted
 2.36 4.86 4.53 
   
  
Comprehensive earnings:  
Net earnings 88,765 82,518 123,755  43,252 88,765 82,518 
Changes in other comprehensive earnings, net of taxes of ($4,394), ($663) and $3,056  (8,160)  (1,231) 5,675 
Changes in other comprehensive earnings, net of taxes of
$1,310, ($4,394) and ($663)
 2,433 (8,160)  (1,231)
  
  
Comprehensive earnings
 80,605 81,287 129,430  45,685 80,605 81,287 
   
See notes to consolidated financial statements.

F-5


CONSOLIDATED BALANCE SHEETS
                    
    
December 31 2005 2004 2006 2005
 ($000 Omitted)  ($000 omitted)
Assets
  
Cash and cash equivalents 134,734 121,383  136,137 134,734 
Short-term investments 206,717 181,195  161,711 206,717 
  
 341,451 302,578  297,848 341,451 
Investments in debt and equity securities, at market:  
Statutory reserve funds 449,475 401,814  490,540 449,475 
Other 85,802 68,793  78,249 85,802 
  
 535,277 470,607  568,789 535,277 
Receivables:  
Notes 6,850 6,683  6,901 6,850 
Premiums from agencies 49,397 42,618  58,023 49,397 
Income taxes  3,022  9,285  
Other 40,941 35,384  45,370 40,941 
Less allowance for uncollectible amounts  (8,526)  (7,430)   (9,112)  (8,526)
  
 88,662 80,277  110,467 88,662 
Property and equipment, at cost:  
Land 7,584 6,990  8,350 7,584 
Buildings 15,303 15,162  20,591 15,303 
Furniture and equipment 245,290 220,626  278,563 245,290 
Less accumulated depreciation and amortization  (182,415)  (159,387)   (208,179)  (182,415)
  
 85,762 83,391  99,325 85,762 
 
Title plants, at cost 58,930 52,679  70,324 58,930 
Real estate, at lower of cost or net realizable value 2,688 1,743  3,658 2,688 
Investments in investees, on an equity basis 16,387 19,814  17,139 16,387 
Goodwill 155,624 124,636  204,302 155,624 
Intangible assets, net of amortization 15,268 16,988  15,444 15,268 
Other assets 61,102 40,640  70,911 61,102 
  
 1,361,151 1,193,353  1,458,207 1,361,151 
   
  
Liabilities
  
Notes payable, including $70,396 and $39,866 long-term portion 88,413 49,930 
Notes payable, including $92,469 and $70,396 long-term portion 109,549 88,413 
Accounts payable and accrued liabilities 125,255 101,544  130,589 125,255 
Estimated title losses 346,704 300,749  384,396 346,704 
Deferred income taxes 15,784 29,335  14,139 15,784 
Minority interests 18,682 14,482  17,272 18,682 
  
 594,838 496,040  655,945 594,838 
Contingent liabilities and commitments  
  
Stockholders’ equity
  
Common – $1 par, authorized 30,000,000, issued and outstanding 17,430,304 and 17,396,209 17,430 17,396 
Class B Common – $1 par, authorized 1,500,000, issued and outstanding 1,050,012 1,050 1,050 
Common Stock — $1 par, authorized 30,000,000, issued and outstanding 17,507,087 and 17,430,304 17,507 17,430 
Class B Common Stock — $1 par, authorized 1,500,000, issued and outstanding 1,050,012 1,050 1,050 
Additional paid-in capital 126,887 125,689  129,960 126,887 
Retained earnings 619,232 543,295  649,598 619,232 
Accumulated other comprehensive earnings:  
Unrealized investment gains 2,551 9,749  3,399 2,551 
Foreign currency translation adjustments 3,077 4,039  4,662 3,077 
Treasury stock – 325,829 and 325,669 Common shares, at cost  (3,914)  (3,905) 
Treasury stock — 325,829 shares, at cost  (3,914)  (3,914)
  
Total stockholders’ equity 766,313 697,313  802,262 766,313 
  
 1,361,151 1,193,353  1,458,207 1,361,151 
   
See notes to consolidated financial statements.

F-6


CONSOLIDATED STATEMENTS OF CASH FLOWS
                        
       
Years ended December 31 2005 2004 2003  2006 2005 2004
 ($000 Omitted) 
Cash provided by operating activities (Note)
 173,508 170,410 190,063 
 ($000 omitted)
 
Reconciliation of net earnings to cash provided by operating activities: 
Net earnings 43,252 88,765 82,518 
Add (deduct): 
Depreciation and amortization 37,747 33,954 31,025 
Provisions for title losses in excess of payments 34,968 45,940 32,433 
Increase in receivables — net  (11,720)  (7,858)  (1,354)
Increase in other assets — net  (9,330)  (16,035)  (8,977)
(Decrease) increase in payables and accrued liabilities — net  (8,244) 22,077 15,954 
Minority interest expense 18,239 19,431 13,518 
Net earnings from equity investees  (4,340)  (6,992)  (6,776)
Dividends received from equity investees 4,804 4,868 6,002 
Provision for deferred income taxes  (4,232)  (9,158) 7,391 
Realized investment gains  (4,727)  (4,966)  (3,099)
Other — net 3,314 3,482 1,775 
Cash provided by operating activities
 99,731 173,508 170,410 
  
Investing activities:  
Proceeds from investments matured and sold 580,925 405,689 264,318  435,529 580,925 405,689 
Purchases of investments  (679,026)  (470,777)  (416,258)  (405,942)  (679,026)  (470,777)
Purchases of property and equipment, title plants and real estate — net  (33,931)  (32,410)  (37,236)  (42,021)  (33,931)  (32,410)
Increases in notes receivable  (2,654)  (2,644)  (1,329)  (1,732)  (2,654)  (2,644)
Collections on notes receivable 2,779 2,432 1,352  1,667 2,779 2,432 
Proceeds from sale of equity investees 10,002 350    10,002 350 
Cash paid for equity investees and related intangibles — net  (2,950)  (4,141)  (7,000)  (4,747)  (2,950)  (4,141)
Cash paid for acquisitions of subsidiaries — net (see below)  (18,149)  (37,368)  (3,499)  (45,398)  (18,149)  (37,368)
  
Cash used by investing activities
  (143,004)  (138,869)  (199,652)  (62,644)  (143,004)  (138,869)
  
Financing activities:  
Cash dividends paid  (12,828)  (7,852)  (7,874)  (12,886)  (12,828)  (7,852)
Distributions to minority interests  (16,549)  (12,474)  (11,433)  (18,282)  (16,549)  (12,474)
Proceeds from exercise of stock options 364 1,284 3,878  517 364 1,284 
Proceeds from notes payable 37,161 5,834 3,295  17,307 37,161 5,834 
Payments on notes payable  (23,821)  (13,020)  (7,108)  (24,778)  (23,821)  (13,020)
  
Cash used by financing activities
  (15,673)  (26,228)  (19,242)  (38,122)  (15,673)  (26,228)
  
Effect of changes in foreign currency exchange rates  (1,480) 1,868 3,877  2,438  (1,480) 1,868 
  
Increase (decrease) in cash and cash equivalents
 13,351 7,181  (24,954)
Increase in cash and cash equivalents
 1,403 13,351 7,181 
  
Cash and cash equivalents at beginning of period 121,383 114,202 139,156  134,734 121,383 114,202 
  
Cash and cash equivalents at end of period
 134,734 121,383 114,202  136,137 134,734 121,383 
   
  
Note: Reconciliation of net earnings to the above amounts 
Net earnings 88,765 82,518 123,755 
Add (deduct): 
Depreciation and amortization 33,954 31,025 25,240 
Provisions for title losses in excess of payments 45,940 32,433 36,849 
Increase in receivables — net  (7,858)  (1,354)  (9,848)
Increase in other assets — net  (16,035)  (8,977)  (7,339)
Increase (decrease) in payables and accrued liabilities — net 22,077 15,954  (3,317)
Minority interest expense 19,431 13,518 13,462 
Net earnings from equity investees  (6,992)  (6,776)  (6,586)
Dividends received from equity investees 4,868 6,002 6,579 
Provision for deferred income taxes  (9,158) 7,391 9,375 
Other — net  (1,484)  (1,324) 1,893 
Cash provided by operating activities  173,508 170,410 190,063 
  
 
Supplemental information:  
Assets acquired:  
Goodwill 30,108 45,552 13,655  48,678 30,108 45,552 
Investments 13,429   
Title plants 4,405 7,048 1,830  10,093 4,405 7,048 
Property and equipment 1,319 7,479 1,115  4,829 1,319 7,479 
Intangible assets 3,434 11,291 253  3,995 3,434 11,291 
Other 6,202 2,301 4,032   6,202 2,301 
Liabilities assumed  (2,543)  (7,697)  (4,933)  (6,703)  (2,543)  (7,697)
Debt issued  (24,776)  (28,606)  (12,453)  (28,923)  (24,776)  (28,606)
Cash paid for acquisitions of subsidiaries — net  18,149 37,368 3,499  45,398 18,149 37,368 
   
  
Income taxes paid 51,652 47,436 81,267  43,897 51,652 47,436 
Interest paid 2,665 971 618  4,613 2,665 971 
   
See notes to consolidated financial statements.

F-7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Three years ended December 31, 2005)2006)
NOTE 1
General.Stewart Information Services Corporation, through its subsidiaries (collectively, the Company), is primarily engaged in the title insurance-related services business. The Company also provides real estate information services. The Company operates through a network of policy-issuing offices and agencies in the United States and several international markets. Approximately 29 percent39% of consolidated title revenues for the year ended December 31, 20052006 were generated in Texas, California and Texas.Florida. The operations in the international markets in which the Company does business are immaterial to its consolidated financial results.
A. Management’s responsibility.The accompanying financial statements were prepared by management, which is responsible for their integrity and objectivity. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP), including management’s best judgments and estimates. Actual results could differ from estimates.
B. New significant accounting pronouncements.The Company will adopt SFASSecurities and Exchange Commission issued Staff Accounting Bulletin No. 123(R), “Share-Based Payment”108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, effective January 1,for fiscal years ending after November 15, 2006, which will requireto address diversity in practice in quantifying financial statement misstatements and provide guidance on the fair valueconsideration of stock options to be recognizedthe effects of prior year misstatements in quantifying current year misstatements for the consolidated financial statements as compensation expense. The pro forma impactpurpose of stock option expensing, calculated as required by SFAS No. 123, is disclosed in Note 1S.materiality assessment. The effect on the Company’s consolidated financial positioncondition or results of operations iswas immaterial.
The Company will adopt FIN 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”, effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be immaterial.taken in a tax return. The Company is in the process of evaluating the impact that FIN 48 will have on its consolidated financial statements. The Company does not expect the adoption of FIN 48 to have a material impact on its consolidated financial statements.
In September 2006, SFAS No. 157, “Fair Value Measurements”, was issued with an effective date of January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure about fair value measurements. The Company is in the process of evaluating the impact that SFAS 157 will have on its consolidated financial statements.
C. Reclassifications.Certain prior year amounts in thethese consolidated financial statements have been reclassified for comparative purposes. Net earnings and stockholders’ equity, as previously reported, were not affected.
D. Consolidation.The consolidated financial statements include all (1) subsidiaries in which the Company owns more than 50% voting rights in electing directors and (2) variable interest entities when required by FIN 46 and FIN 46(R). Unconsolidated investees, in which the Company typically owns 20% through 50% and whereof the Company exercises significant influence,equity, are accounted for by the equity method. All significant intercompany accountsamounts and transactions are eliminated and provisions are made for minority interests.
E. Statutory accounting.Stewart Title Guaranty Company (Guaranty) and other title insurance underwriters owned by the Company prepare financial statements in accordance with statutory accounting practices prescribed or permitted by regulatory authorities.

F-8


In conforming the statutory financial statements to GAAP, the statutory premium reserve and the reserve for reported title losses are eliminated and, in substitution, amounts are established for estimated title losses (Note 1G). The net effect, after providing for deferred income taxes, is included in consolidated retained earnings.
F. Revenue recognition.Operating revenues from direct title operations are considered earned at the time of the closing of the related real estate transaction. The Company recognizes premium revenues on title insurance policies written by independent agencies (agencies) when the policies are reported to the Company. In addition, where reasonable estimates can be made, the Company also accrues for policies issued but not reported until after period end. The Company believes that reasonable estimates can be made when recent and consistent policy issuance information is available. Estimates are based on historical reporting patterns and other information obtained about the operations of agencies, as well as current industry trends, including trends in direct operations.operations and in the title industry. In this accrual, future transactions are not being accrued. The Company is estimating revenues on policies that have already been issued by agencies but not yet reported to or received by the Company. The Company has consistently followed the same basic method of estimating unreported policy revenues for more than 10 years.
Revenues from real estate information services are generally considered earned at the time the service is performed or the work product is delivered to the customer.
G. Title losses and related claims.Estimating future title loss payments is difficult because of the complex nature of title claims, the length of time over which claims are paid, the significantly varying dollar amounts of individual claims and other factors.
The Company’s liability for estimated title losses comprises both known claims and claims expected to be reported in the future. The amount of the reserve represents the aggregate future payments net(net of recoveries,recoveries) that are expected to be incurred on policy and escrow losses and in costs to settle claims. Large losses are individually evaluated. Provisions are charged to income in the same year the related premium revenues are recognized. The Company bases the estimates on reported claims, historical loss experience, title industry averages and the current legal and economic environment.

F-8


The Company’s estimated liability for future loss payments is regularly reviewed for reasonablenessadequacy and adjusted as appropriate. Independent consulting actuaries also review the adequacy of the liability on an annual basis. In accordance with industry practice, the amounts have not been discounted to their present values.
H. Cash equivalents.Cash equivalents are highly liquid investments with insignificant interest rate risks and maturities of three months or less at the time of acquisition.
I. Short-term investments.Short-term investments comprise time deposits with banks, federal government obligations, money market accounts and other investments maturing in less than one year.
J. Investments.The investment portfolio is classified as available-for-sale. Realized gains and losses on sales of investments are determined using the specific identification method. Net unrealized gains and losses on securities, net of applicable deferred taxes, are included as a component of other comprehensive earnings within stockholders’ equity. At the time unrealized gains and losses become realized, these realized gains or losses are reclassified from accumulated other comprehensive earnings using the specific identification method. Any other-than-temporary declines in market values of securities are charged to earnings.
K. Property and equipment.Depreciation is computed principally using the straight-line method at the following rates: buildings30 to 40 years and furniture and equipment3 to 10 years. Maintenance and repairs are expensed as incurred while improvements are capitalized. Gains and losses are recognized at disposal.

F-9


L. 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 that are geographically indexed to a specific property. The costs of acquiring existing title plants and creating new ones, prior to the time such plants are placed in operation, are capitalized. Such costs are not amortized becausesince there is no indication of any loss of value. The costs of maintaining and operating title plants are expensed as incurred. Gains and losses on sales of copies of title plants or interests in title plants are recognized at the time of sale.
M. Goodwill.Goodwill is the excess of the purchase price over the fair value of net assets acquired. Goodwill is not amortized but is reviewed no less than annually and, if determined to be impaired, is expensed to current operations.
N. Acquired intangibles.Intangible assets are comprised mainly of non-compete and underwriting agreements and are amortized on a straight-line basis over their estimated lives, which are primarily 3 to 10 years.
O. Other long-lived assets.The Company reviews the carrying values of title plants and other long-lived assets if certain events occur that may indicate impairment. An impairment of these long-lived assets is indicated when projected undiscounted cash flows over the estimated lives of the assets are less than carrying values. If impairment is determined by management, the recorded amounts are written down to fair values by calculating the discounted values of projected cash flows.
P. Fair values.The fair values of financial instruments, including cash and cash equivalents, short-term investments, notes receivable, notes payable and accounts payable, are determined by references to various market data and other valuation techniques, as appropriate. The fair values of these financial instruments approximate their carrying values. Investments in debt and equity securities are carried at their fair values (Note 4).
Q. Derivatives and hedging.The Company does not invest in hedging or derivative instruments.
R. Leases.The Company recognizes minimum rental payments under noncancelable operating leases, which expire over the next 10 years, on the straight-line basis over the terms of the leases, including provisions for any free rent periods or escalating lease payments.
S. 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 of certain assets and liabilities. Valuation allowances are provided as may be appropriate. Enacted tax rates are used in calculating amounts.
S.T. Stock option plans.The Company combined its two stock option plans into a single plan in April 2005. TheEffective January 1, 2006, the Company appliesadopted SFAS No. 123(R), “Share-Based Payment”, using the modified prospective method under which share-based compensation expense is recognized for new share-based awards granted and any outstanding awards that are modified, repurchased or cancelled. Compensation expense is estimated using the Black-Scholes Model. All options expire 10 years from the date of grant and are granted at the closing market price of the Company’s Common Stock on the date of grant. All options are immediately exercisable, and therefore, there are no unvested awards.
Prior to the adoption of SFAS No. 123(R), the Company applied the intrinsic value method of APB No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations in accounting for theits plans. Accordingly, no stock-based employee compensation cost isexpense was reflected in net earnings, as all options granted had an exercise price equal to the market value of the Common Stock on the date of grant (Note 13).
     Under SFAS No. 123, compensation cost is recognized for the fair value of the employees’ purchase rights, which is estimated using the Black-Scholes Model. The Company assumed a dividend yield of 0% to 1.4%, an expected life of ten years, an expected volatility of 34.5% to 37.2% and a risk-free interest rate of 4.0% to 6.0% for the three years ended December 31, 2005.

F-9F-10


     Had compensation cost for the Company’s plans been determined consistent with SFAS No. 123, the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated as follows:
             
 
  2005 2004 2003
 
  ($000 Omitted)
Net earnings:            
As reported  88,765   82,518   123,755 
Stock-based employee compensation determined under the
fair value method, net of taxes
  (1,186)  (1,164)  (718)
   
Pro forma  87,579   81,354   123,037 
   
             
Earnings per share:            
Net earnings — basic  4.89   4.56   6.93 
Pro forma — basic  4.83   4.50   6.89 
             
Net earnings — diluted  4.86   4.53   6.88 
Pro forma — diluted  4.80   4.47   6.84 
   
NOTE 2
Restrictions on cash and investments.Statutory reserve funds of $449,475,000$490,540,000 and $401,814,000$449,475,000 and short-term investments of $47,804,000$53,613,000 and $56,870,000$47,804,000 at December 31, 2006 and 2005, and 2004, respectively, arewere maintained to comply with legal requirements for statutory premium reserves and state deposits. These funds are not available for any other purpose.
A substantial majority of consolidated investments and cash at each year end was held by the 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 3
Dividend restrictions.Substantially all of the consolidated retained earnings at each year end were represented by Guaranty, which owns directly or indirectly substantially all of the subsidiaries included in the consolidation.
Guaranty cannot pay a dividend in excess of certain limits without the approval of the Texas Insurance Commissioner. The maximum dividend that can be paid without such approval in 20062007 is $97,639,000.$101,702,000. Guaranty declared dividends of $13,000,000, $31,000,000 and $21,615,000 in 2006, 2005 and $33,790,000 in 2005, 2004, and 2003, respectively.
Dividends from Guaranty are also voluntarily restricted primarily to maintain statutory surplus and liquidity at competitive levels. The ability of a title insurer to pay claims can significantly affect the decision of lenders and other customers when buying a policy from a particular insurer.
Surplus as regards policyholders for Guaranty was $488,193,000$508,509,000 and $417,906,000$488,193,000 at December 31, 20052006 and 2004,2005, respectively. Statutory net income for Guaranty was $36,905,000, $56,449,000 and $26,609,000 in 2006, 2005 and $35,645,000 in 2005, 2004, and 2003, respectively.

F-10


NOTE 4
Investments.The amortized costs and marketfair values of debt and equity securities at December 31 follow:
                
 2005 2004                
 Amortized Market Amortized Market 2006 2005
 costs values costs values Amortized Fair Amortized Fair
 costs values costs values
 ($000 Omitted) ($000 omitted)
Debt securities:  
Municipal 211,066 211,895 191,758 196,883  224,270 224,713 211,066 211,895 
Corporate and utilities 159,715 161,002 146,068 151,344  144,504 144,399 159,715 161,002 
U.S. Government 41,339 40,601 29,041 28,905  45,929 45,332 41,339 40,601 
Foreign bonds 94,185 95,093 68,488 69,978 
Foreign 117,488 117,885 94,185 95,093 
Mortgage-backed 310 281 318 295  228 200 310 281 
Equity securities 24,736 26,405 19,936 23,202  31,139 36,260 24,736 26,405 
  
 531,351 535,277 455,609 470,607  563,558 568,789 531,351 535,277 
   

F-11


Gross unrealized gains and losses at December 31 were:
                
 2005 2004                
 Gains Losses Gains Losses 2006 2005
 Gains Losses Gains Losses
 ($000 Omitted) ($000 omitted)
Debt securities:  
Municipal 2,253 1,424 5,518 393  1,783 1,340 2,253 1,424 
Corporate and utilities 3,119 1,832 5,682 406  1,928 2,033 3,119 1,832 
U.S. Government 91 829 178 314  72 669 91 829 
Foreign bonds 1,615 707 1,699 209 
Foreign 1,346 949 1,615 707 
Mortgage-backed 1 30 1 24   28 1 30 
Equity securities 2,164 495 3,457 191  5,596 475 2,164 495 
  
 9,243 5,317 16,535 1,537  10,725 5,494 9,243 5,317 
   
Gross unrealized losses on investments and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2006 were:
                         
 
  Less than More than  
  12 months 12 months Total
  Loss Fair values Loss Fair values Loss Fair values
  ($000 omitted)
Debt securities:                        
Municipal  198   29,754   1,142   80,376   1,340   110,130 
Corporate and utilities  229   22,263   1,804   70,281   2,033   92,544 
U.S. Government  13   9,357   656   29,299   669   38,656 
Foreign  254   25,360   695   42,388   949   67,748 
Mortgage-backed        28   200   28   200 
Equity securities  430   4,492   45   464   475   4,956 
 
   1,124   91,226   4,370   223,008   5,494   314,234 
  
Of the above total of unrealized losses of $5,317,000 and $1,537,000,at December 31, 2005, the amountsinvestments that have been in a loss positionsposition in excess of 12 months wereaggregated $2,897,000, and $691,000 at December 31, 2005 and 2004, respectively, which were comprised primarily of corporate bonds, municipal debt and U.S. Government bonds. The unrealized loss positions were caused by normal market fluctuationsfluctuations. The number of investments in unrealized loss positions was 352 and represented 294 and 125 investments at December 31, 2006 and 2005, and 2004, respectively. BecauseSince the Company has the intent and ability to either hold these investmentsits debt securities until maturity or until there is a market price recovery, and no significant credit risk is deemed to exist, the investments are not considered other-than-temporarily impaired.
Debt securities at December 31, 20052006 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights):
        
        
 Amortized Market
 costs values Amortized Fair
 costs values
 ($000 Omitted) ($000 omitted)
 
In one year or less 33,881 33,782  58,162 57,903 
After one year through five years 224,495 224,082  234,826 233,762 
After five years through ten years 210,637 211,352  204,085 204,231 
After ten years 37,292 39,375  35,118 36,433 
Mortgage-backed securities 310 281  228 200 
  
 506,615 508,872  532,419 532,529 
   

F-12


The Company believes its investment portfolio is diversified and expects no material loss to result from the failure to perform by issuers of the debt securities it holds. Investments made by the Company are not collateralized. The mortgage-backed securities are insured by U.S. Government agencies.Government-sponsored entities.

F-11


NOTE 5
Investment income.Income from investments and gross realized investment and other gains and losses for the three years follow:
            
            
 2005 2004 2003
 2006 2005 2004
 ($000 Omitted) ($000 omitted)
Income:  
Debt securities 20,185 18,555 17,802  22,505 20,185 18,555 
Short-term investments, cash equivalents and other 8,942 3,959 1,998  12,408 8,942 3,959 
  
 29,127 22,514 19,800  34,913 29,127 22,514 
   
  
Realized gains and losses:  
Gains 7,464 3,582 5,239  6,837 7,464 3,582 
Losses  (2,498)  (483)  (2,929)  (2,110)  (2,498)  (483)
  
 4,966 3,099 2,310  4,727 4,966 3,099 
   
The sales of debt securitiesinvestments resulted in proceeds of $72,659,000 in 2006, $49,383,000 in 2005 and $55,259,000 in 2004 and $131,707,000 in 2003.2004.
Expenses assignable to investment income were insignificant. There were no significant investments at December 31, 20052006 that did not produce income during the year.

F-13


NOTE 6
Income taxes.Deferred income taxes at December 31, 20052006 and 20042005 were as follows:
                
 2005 2004 2006 2005
 ($000 Omitted) ($000 omitted)
Deferred tax assets:  
Accruals not currently deductible 8,048 3,843 
Litigation reserves not currently deductible 576 2,052 
Accruals not currently deductible: 
Deferred compensation 5,398 4,389 
Deferred rent 2,701 1,786 
Litigation reserves 1,716 576 
Other 2,309 2,218 
Allowance for uncollectible amounts 2,051 1,892 
Book over tax depreciation — fixed assets 1,976 791 
Book investment impairments 1,245 1,245 
Investments in partnerships 1,820 1,720 
Net operating loss carryforwards 590 224  465 590 
Allowance for uncollectible amounts 1,892 1,365 
Investments in partnerships 1,720 1,332 
Foreign tax credit carryforwards  2,917 
Other 2,110 2,001  202 520 
  
 14,936 13,734  19,883 15,727 
Less valuation allowance  (104)  (492)  (61)  (104)
  
 14,832 13,242  19,822 15,623 
  
Deferred tax liabilities:  
Tax over book title loss provisions  (22,469)  (28,894)  (21,618)  (22,469)
Unrealized gains on investments  (1,374)  (5,250)  (1,830)  (1,374)
Tax over book depreciation and amortization  (978)  (4,350)
Tax over book amortization — goodwill and other intangibles  (3,410)  (1,769)
Cash surrender value of insurance policies  (3,231)  (2,452)
Foreign translation adjustment  (2,510)  (1,657)
Other  (5,795)  (4,083)  (1,362)  (1,686)
  
  (30,616)  (42,577)  (33,961)  (31,407)
  
Net deferred income taxes  (15,784)  (29,335)  (14,139)  (15,784)
   
The valuation allowance relates to net operating loss and foreign tax credit carryforwards. Deferred tax (benefit) expense was ($9,158,000)4,232,000), ($9,158,000) and $7,391,000 in 2006, 2005 and $9,375,000 in 2005, 2004, and 2003, respectively. Management believes it is more likely than not that future earnings will be sufficient to permit the Company to realize its remaining deferred tax assets.

F-12


The following reconciles federal income taxes computed at the statutory rate with income taxes as reported.
             
 
  2005 2004 2003
 
  ($000 Omitted)
 
Expected income taxes at 35%  50,937   46,625   69,826 
State taxes — net  3,094   2,708   4,073 
Foreign taxes — net of tax credits  1,305   1,204   864 
Tax effect of permanent differences:            
Tax-exempt interest  (2,311)  (2,205)  (2,052)
Meals and entertainment  2,108   2,098   1,680 
Net earnings from equity investees  (2,447)  (2,372)  (2,305)
Minority interests  2,505   1,485   2,003 
Other — net  1,577   1,153   1,659 
   
Income taxes  56,768   50,696   75,748 
Income taxes in minority interests  1,611   879   754 
   
Income taxes after income taxes in minority interests  55,157   49,817   74,994 
   
             
Effective income tax rate (%)  37.9   37.4   37.6 
   
             
 
  2006 2005 2004
 
  ($000 omitted)
Expected income taxes at 35%  23,204   50,937   46,625 
State income taxes — net of federal tax benefit  1,786   3,094   2,708 
Tax-exempt interest  (4,638)  (2,311)  (2,205)
Meals and entertainment  2,748   2,108   2,098 
Minority interests — corporate investees  1,593   2,505   1,485 
Dividends received deductions on investments  (2,125)  (1,197)  (1,082)
Other — net  477   1,632   1,067 
 
Income taxes  23,045   56,768   50,696 
  
Effective income tax rates (%)(1)
  34.8   39.0   38.1 
  
(1) Calculated using earnings before taxes and after minority interests

F-14


     Income taxes in minority interests represents the tax effect of minority interests in corporations that are excluded from the consolidated tax return.
The Company’s effective tax rate before adjusting forCompany had federal income taxes in minority interests was 39.0%, 38.1%receivable of approximately $9,285,000 at December 31, 2006 and 38.0% infederal income taxes payable of approximately $11,860,000 at December 31, 2005. The Company had state income taxes payable of approximately $1,960,000 and $213,000 at December 31, 2006 and 2005, 2004 and 2003, respectively.
NOTE 7
Goodwill and acquired intangibles.A summary of goodwill follows:
                        
 Title REI Total Title REI Total
 ($000 Omitted)
Balances at December 31, 2002 56,916 9,969 66,885 
Acquisitions 13,655  13,655 
Impairment  (1,955)   (1,955)
Other 551  (52) 499 
   ($000 omitted)
Balances at December 31, 2003 69,167 9,917 79,084  69,167 9,917 79,084 
Acquisitions 45,552  45,552  45,552  45,552 
  
Balances at December 31, 2004 114,719 9,917 124,636  114,719 9,917 124,636 
Acquisitions 25,188 4,920 30,108  25,188 4,920 30,108 
Other 880  880  880  880 
  
Balances at December 31, 2005
 140,787 14,837 155,624  140,787 14,837 155,624 
Acquisitions 40,108 8,570 48,678 
  
Balances at December 31, 2006
 180,895 23,407 204,302 
 
     During 2003, goodwill attributed to a subsidiary held for sale was written off and is included in other operating expenses in the consolidated financial statements.
Amortization expense for acquired intangibles was $5,315,000, $4,122,000 and $2,103,000 in 2006, 2005 and 2004, respectively. Accumulated amortization of intangibles was $11,765,000 and $6,450,000 at December 31, 2005.2006 and 2005, respectively. In each of the years 20062007 through 2010,2011, the estimated amortization expense will be less than $3,900,000.$5,900,000.

F-13


NOTE 8
Equity investees.Certain summarized aggregate financial information for equity investees follows:
            
            
 2005 2004 2003
 2006 2005 2004
 ($000 Omitted) ($000 omitted)
For the year:  
Revenues 90,724 86,979 77,480  77,286 90,724 86,979 
Net earnings 19,097 17,391 13,443  12,195 19,097 17,391 
At December 31:  
Total assets 27,571 22,661  30,954 27,571 
Notes payable 160 406  1,280 160 
Stockholders’ equity 22,158 18,411  23,040 22,158 
   
Net premium revenues earned from policies issued by equity investees were $14,976,000, $12,254,000approximately $10,747,000, $11,476,000 and $10,424,000$9,554,000 in 2006, 2005 2004 and 2003,2004, respectively. Earnings fromrelated to equity investees (in which the Company typically owns 20% through 50% of the equity) were $4,340,000, $6,992,000 and $6,776,000 in 2006, 2005 and $6,586,000 in 2005, 2004, and 2003, respectively. These amounts are included in title insurance direct operations in the consolidated financial statements.statements of earnings, retained earnings and comprehensive earnings.
Goodwill related to equity investees was $8,681,000$9,420,000 and $15,834,000$8,681,000 at December 31, 20052006 and 2004,2005, respectively, and these balances are included in investments in investees in the consolidated financial statements.balance sheets. Equity investments, including the related goodwill balances, will continue to be reviewed for impairment (Note 1M).

F-15


NOTE 9
Notes payable.
         
 
  2005 2004
 
  ($000 Omitted)
 
Banks – primarily unsecured and at LIBOR(1) plus 0.75%, varying payments
  86,294   47,501 
Other than banks  2,119   2,429 
   
   88,413   49,930 
   
         
 
  2006 2005
  ($000 omitted)
Banks — primarily unsecured and at rates ranging from LIBOR(1) plus 0.50% to LIBOR(1) plus 0.75%, varying payments
  101,674   86,294 
Other than banks  7,875   2,119 
 
   109,549   88,413 
  
(1) 4.39%5.33% and 2.42%4.39% at December 31, 20052006 and 2004,2005, respectively.
In December 2005, the Company executed an agreement with a bank for a $30,000,000$31,156,000 loan bearing interest at a fixed interest rate of 5.97% per annum with a bank.annum. Approximately $14,632,000$15,788,000 of the proceeds representsrepresented the conversion of existing debt with the bank from variable interest rate loans to the fixed interest rate. Other than the conversion of the interest rates, the terms of the existing debt remain unchanged. The remaining $15,368,000 of the loanamount has a five-year term and will bewas used to retire currently outstanding variable interest rate loans orand to fund acquisitions. The total outstanding balance at December 31, 2006 under this agreement was $27,269,000. The loan requires that the Company maintain certain liquidity ratios (excluding estimated title losses)losses and contingent liabilities referred to in Note 17) throughout the term of the loan.agreement. The Company was in compliance with thethese liquidity ratios at December 31, 2006 and 2005.
Principal payments on the notes are due in the amounts of $18,017,000 in 2006, $13,563,000$17,080,000 in 2007, $13,194,000$18,956,000 in 2008, $16,722,000$22,481,000 in 2009, $25,032,000$31,878,000 in 2010, $17,544,000 in 2011 and $1,885,000$1,610,000 subsequent to 2010.2011.

F-14

At December 31, 2006 and 2005, the Company had unused lines of credit of approximately $8,486,000 and $2,577,000, respectively, which were subject to the same terms and interest rate range as noted above for notes payable to banks.


NOTE 10
Estimated title losses.Provisions accrued, payments made and liability balances for the three years follow:
            
            
 2005 2004 2003
 ($000 Omitted) 2006 2005 2004
        ($000 omitted)
Balances at January 1 300,749 268,089 230,058  346,704 300,749 268,089 
Provisions 128,102 100,841 94,827  141,557 128,102 100,841 
Payments  (82,162)  (68,408)  (57,978)  (106,589)  (82,162)  (68,408)
Reserve balances acquired 15 227 1,182  2,724 15 227 
  
Balances at December 31 346,704 300,749 268,089  384,396 346,704 300,749 
   
Provisions include amounts related to the current year of approximately $141,370,000, $127,999,000 and $100,611,000 for 2006, 2005 and $94,578,000 for 2005, 2004, and 2003, respectively. Payments related to the current year, including escrow and other loss payments, were approximately $25,279,000, $26,619,000 and $18,220,000 in 2006, 2005 and $16,484,000 in 2005, 2004, and 2003, respectively.

F-16


NOTE 11
Common Stock and Class B Common Stock.Holders of Common and Class B Common Stock have the same rights except no cash dividends may be paid on Class B Common Stock. The two classes of stock vote separately when electing directors and on any amendment to the 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 that may come before the directors. This provision cannot be changed without a majority vote of each class of stock.
Holders of Class B Common Stock may, with no cumulative voting rights, elect four directors if 1,050,000 or more shares of Class B Common Stock are outstanding; three directors if between 600,000 and 1,050,000 shares are outstanding; and none if less than 600,000 shares of Class B Common Stock are outstanding. Holders of Common Stock, with cumulative voting rights, elect the balance of the nine directors.
Class B Common Stock may, at any time, be converted by its stockholders into Common Stock on a share-for-share basis, although the holders of Class B Common Stock have agreed among themselves not to convert their stock. The agreement may be extended or terminated by them at any time. Such conversion is mandatory on any transfer to a person not a lineal descendant (or spouse, trustee, etc. of such descendant) of William H. Stewart.
At December 31, 20052006 and 2004,2005, there were 145,820 shares of Common Stock held by a subsidiary of the Company. These shares are considered retired but may be issued from time to time in lieu of new shares.

F-15F-17


NOTE 12
Changes in stockholders’ equity.
                                
 Common Accumulated   Common Accumulated  
 and Class B Additional other   and Class B Additional other  
 Common paid-in comprehensive Treasury Common paid-in comprehensive Treasury
 Stock capital earnings stock Stock capital earnings stock
 ($000 Omitted) ($000 omitted)
       
Balances at December 31, 2002 18,057 116,870 9,344  (3,905)
Stock bonuses and other 43 1,053   
Exercise of stock options 252 3,626   
Tax benefit of stock options exercised  1,267   
Unrealized investment gains   3,158  
Realized gain reclassification    (111)  
Foreign currency translation   2,628  
  
Balances at December 31, 2003 18,352 122,816 15,019  (3,905) 18,352 122,816 15,019  (3,905)
Stock bonuses and other 31 1,170    31 1,170   
Exercise of stock options 63 1,221    63 1,221   
Tax benefit of stock options exercised  482   
Unrealized investment losses    (1,476)  
Realized gain reclassification    (861)  
Tax benefit of options exercised  482   
Net change in unrealized gains and losses    (737)  
Net realized gain reclassification    (1,600)  
Foreign currency translation   1,106     1,106  
  
Balances at December 31, 2004 18,446 125,689 13,788  (3,905) 18,446 125,689 13,788  (3,905)
Stock bonuses and other 21 817    21 817   
Exercise of stock options 13 360    13 360   
Tax benefit of stock options exercised  21   
Unrealized investment losses    (6,230)  
Realized gain reclassification    (968)  
Tax benefit of options exercised  21   
Net change in unrealized gains and losses    (5,403)  
Net realized gain reclassification    (1,795)  
Foreign currency translation    (962)      (962)  
Common Stock repurchased     (9)
Common stock repurchased     (9)
  
Balances at December 31, 2005
 18,480 126,887 5,628  (3,914) 18,480 126,887 5,628  (3,914)
Stock bonuses and other 35 1,930   
Exercise of stock options 42 809   
Tax benefit of options exercised  334   
Net change in unrealized gains and losses    (86)  
Net realized loss reclassification   934  
Foreign currency translation   1,585  
  
Balances at December 31, 2006
 18,557 129,960 8,061  (3,914)
 
NOTE 13
Stock options.option plans.A summary of the status of the Company’s stock option plans for the three years follows:
         
 
      Exercise
  Shares prices ($)(1)
 
December 31, 2002  504,700   16.31 
Granted  89,700   23.16 
Exercised  (251,422)  15.42 
   
December 31, 2003  342,978   18.75 
Granted  92,100   42.97 
Exercised  (62,600)  20.50 
   
December 31, 2004  372,478   24.44 
Granted  90,600   41.35 
Exercised  (13,444)  27.76 
   
December 31, 2005
  449,634   27.75 
   
         
 
      Exercise
  Shares prices ($)(1)
 
December 31, 2003  342,978   18.75 
Granted  92,100   42.97 
Exercised  (62,600)  20.50 
 
December 31, 2004  372,478   24.44 
Granted  90,600   41.35 
Exercised  (13,444)  27.76 
 
December 31, 2005  449,634   27.75 
Granted  26,000   38.01 
Exercised  (42,278)  20.13 
 
December 31, 2006
  433,356   29.11 
  
(1) Weighted averages

F-16F-18


     Stock options are exercisable at date of grant. The weighted averageweighted-average grant-date fair values of options granted during the years 2006, 2005 and 2004 were $16.32, $20.14 and 2003 were $20.14, $19.44, and $12.31, respectively.
During the year ended December 31, 2006, the Company recognized compensation expense related to options granted of $0.4 million based on a fair value per option of $16.32. Under SFAS No. 123(R), compensation expense is recognized for the fair value of the employees’ purchase rights, which was estimated using the Black-Scholes Model. The following summarizes fixed stockCompany assumed a dividend yield of 2.0%, an expected life of seven years, an expected volatility of 35.1% and a risk-free interest rate of 8.0%.
At December 31, 2006, the weighted-average remaining contractual life of options outstanding was 5.7 years and exercisable atthe aggregate intrinsic value was $6.2 million. During the year ended December 31, 2005:2006, the aggregate intrinsic value of options exercised was $1.2 million and the Company recognized a tax benefit of $0.3 million related to these exercised options.
             
 
  Range of exercise prices ($) 
   9.75 to   21.87 to    
  20.22  47.10  Total 
 
Shares  214,934   234,700   449,634 
Remaining contractual life – years(1)
  4.1   8.3   6.3 
Exercise prices ($)(1)
  17.33   37.29   27.75 
   
Had compensation expense for the years ended December 31, 2005 and 2004 been determined consistent with SFAS No. 123(R), the fair value of the employees’ purchase rights would have been estimated using the Black-Scholes Model assuming a dividend yield of 1.0% to 1.4%, an expected life of 10 years, an expected volatility of 34.5% to 34.9% and a risk-free interest rate of 4.0% to 6.0%. The effect on the Company’s net earnings and earnings per share for the years ended December 31, 2005 and 2004 would have been reduced to the pro forma amounts below (in thousands of dollars, except per share amounts):
         
 
  2005 2004
  ($000 omitted)
Net earnings:        
As reported  88,765   82,518 
Stock-based employee compensation determined under the fair value method, net of taxes  (1,186)  (1,164)
 
Pro forma  87,579   81,354 
  
         
Earnings per share:        
Net earnings — basic  4.89   4.56 
Pro forma — basic  4.83   4.50 
         
Net earnings — diluted  4.86   4.53 
Pro forma — diluted  4.80   4.47 
  
(1)Weighted averages
NOTE 14
Earnings per share.The Company’s basic earnings per share was calculated by dividing net earnings by the weighted averageweighted-average number of shares of Common Stock and Class B Common Stock outstanding during the reporting period.
To calculate diluted earnings per share, the number of shares determined above was increased by assuming the issuance of all dilutive shares during the same reporting period. The treasury stock method was used to calculate the additional number of shares. The only potentially dilutive effect on earnings per share for the Company was relatedrelates to its stock option plans.
In calculating the effect of the options and determining diluted earnings per share, the averageweighted-average number of shares used in calculating basic earnings per share was increased by 90,000 in 2006, 112,000 in 2005 and 102,000 in 2004 and 118,000 in 2003. Stock options2004.
Options to purchase 66,500133,000, 67,000 and 67,000 shares were excluded from the computation of diluted earnings per share in 2006, 2005 and 2004, as theserespectively. These options were anti-dilutive. Thereconsidered anti-dilutive since the exercise prices of the options were no anti-dilutive options in 2003.greater than the weighted-average market values of the shares for the periods.

F-19


NOTE 15
Reinsurance.As is the industry practice, on certain transactions the Company cedes risks to other title insurance underwriters and reinsurers. However, the Company remains liable if the reinsurer should fail to meet its obligations. The Company also assumes risks from other underwriters. Payments and recoveries on reinsured losses were insignificant during the three years ended December 31, 2005.2006. The total amount of premiums for assumed and ceded risks was less than one percent1% of consolidated title revenues in each of the last three years.
NOTE 16
Leases.The Company recognizes minimum rental payments under noncancelable operating leases, which expire over the next 11 years, on the straight-line basis over the terms of the leases, including provisions for any free rent periods or escalating lease payments. Rent expense was $66,052,000 in 2006, $64,698,000 in 2005 and $52,697,000 in 2004 and $46,511,000 in 2003.2004. The future minimum lease payments are summarized as follows (stated in thousands of dollars):
        
2006 48,639 
2007 40,498  55,192 
2008 32,878  46,268 
2009 23,356  34,912 
2010 16,006  24,947 
2011 and after 53,699 
2011 18,391 
2012 and after 58,330 
   
 215,076  238,040 
     

F-17


NOTE 17
Contingent liabilities and commitments.The Company is contingently liable for disbursements of escrow funds held by agencies in those cases where specific insured closing guarantees have been issued.
The Company routinely holds funds in segregated escrow accounts pending the closing of real estate transactions. This resulted in a contingent liability to the Company of approximately $1,454,379,000$1,514,429,000 at December 31, 2005.2006. The Company realizes economic benefits from certain commercial banks holding escrow deposits. The escrow funds are not invested under, and do not collateralize, the arrangements with the banks. Under these arrangements, there were no outstanding balances or liabilities at December 31, 20052006 and 2004.2005.
The Company is a qualified intermediary in tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code. The Company holds the proceeds from these transactions until a qualifying exchange can occur. This resulted in a contingent liability to the Company of approximately $1,062,130,000$1,189,406,000 at December 31, 2005.2006.
As is industry practice, these escrow and Section 1031 accounts are not included in the consolidated balance sheets.
In addition, the Company is contingently liable for disbursements of escrow funds held by agencies in those cases where specific insured closing guarantees have been issued.
At December 31, 20052006, the Company was contingently liable for guarantees of indebtedness owed primarily to banks and others by certain third parties. The guarantees relate primarily to business expansion and expire no later than 2019. As ofAt December 31, 2005,2006, the maximum potential future payments on the guarantees amounted to $8,132,000.$7,275,000. Management believes that the related underlying assets and available collateral, primarily corporate stock and title plants, would enable the Company to recover the amounts paid under the guarantees. The Company believes no provision for losses is needed because no loss is expected on these guarantees. The Company’s accrued liability related to the non-contingent value of third-party guarantees was $362,000$306,000 at December 31, 2005.2006.

F-20


In the ordinary course of business the Company guarantees the third-party indebtedness of itscertain consolidated subsidiaries. At December 31, 20052006, the maximum potential future payments on the guarantees arewere not more than the related notes payable recorded in the consolidated balance sheets. The Company also guarantees the indebtedness related to lease obligations of certain of its consolidated subsidiaries. The maximum future obligations arising from these lease-related guarantees are not more than the Company’s future minimum lease payments included in Note 16.(Note 16). In addition, the Company has unused letters of credit amounting to $3,298,000$3,726,000 related primarily to workers’ compensation policies.coverage.
     In the normal conduct ofThe Company is also subject to routine lawsuits incidental to its business, most of which involve disputed policy claims. In many of these lawsuits, the Company is subject to lawsuits, regulatory investigations and other legal proceedings that may involve substantial amounts. Such matters are not predictable with complete assurance.plaintiff seeks exemplary or treble damages in excess of policy limits based on the alleged malfeasance of an issuing agent. The Company believes the probable resolutiondoes not expect that any of such contingenciesthese proceedings will not materially affect thehave a material adverse effect on its consolidated financial condition or results of the Company.operations. Additionally, the Company has received various other inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance and the Company does not anticipate that the outcome of these inquiries will materially affect theits consolidated financial condition or results of the Company. The Company, alongoperations. Along with the other major title insurance companies, the Company is party to a number of class actions concerning the title insurance industry. The Companyindustry and believes that it has adequate reserves for these contingencies and that the likely resolution of these matters will not materially affect theits consolidated financial condition or results of the Company.operations.
NOTE 18
Regulatory developments.In September 2006, the California Commissioner of Insurance alleged that some of the Company’s captive reinsurance programs may have constituted improper payments for the placement or referral of title business and is seeking approximately $47 million in fines and penalties from us. Stewart believes that its reinsurance is traditional reinsurance applied to residential business, which was authorized by the Department of Housing and Urban Development in its August 1997 and 2004 letters on permissible captive reinsurance in residential transactions covered by the Real Estate Settlement and Procedures Act (RESPA). The Company has filed a notice of defense with the California Department of Insurance requesting an administrative hearing in response to its allegations. The Company believes that it has adequately reserved for this allegation and that the likely resolution will not materially affect its consolidated financial condition or results of operations.
Regulators periodically review title insurance premium rates and may seek reductions in the premium rates charged. In late 2006, the Texas Department of Insurance reduced rates by 3.2% effective February 1, 2007. The effect of this rate change is not expected to have a material impact on the Company’s consolidated financial condition or results of operations.
The rates charged by title insurance underwriters in Florida, from which the Company derives a significant portion of its revenues, are currently under review with proposals to enact premium rate decreases. The California Insurance Commissioner filed a rate reduction order that would have reduced title insurance rates in California by 26% commencing in 2009. On February 21, 2007, this rate reduction order was rejected by the California Office of Administrative Law. California’s Insurance Commissioner has announced plans to submit a revised rate reduction proposal in the future. The Company believes that California law requires rates to be established competitively and not by administrative order. The Company cannot predict the outcome of these proposals and, to the extent that rate decreases are enacted in the future, its financial condition and results of operations could be materially adversely affected.

F-21


NOTE 19
Variable interest entities.The Company, in the ordinary course of business, enters into joint ventures and partnerships related to its title operations. These entities are immaterial to the Company’s consolidated financial position orcondition and results of operations individually and in the aggregate. At December 31, 2005,2006, the Company had no material exposure to loss associated with variable interest entities to which it is a party.
NOTE 1920
Segment information.The Company’s two reportable segments are title and real estate information (REI). Both segments serve each other and the real estate and mortgage industries.
The title segment provides services needed in transferringto transfer the title in a real estate transaction. These services include searching, examining and closing the title to real property and insuring the condition of the title.
The REI segment primarily provides electronic delivery of data, products and services related to real estate transactions using electronic delivery.estate. These products and services include title reports, flood certificates, credit reports, property appraisals, document preparation, property information reports and background checks. This segment also provides post-closing services to lenders. In addition, the REI segment provides services related to Section 1031 tax-deferred property exchanges, mapping, and construction and maintenance of title plants for county clerks, tax assessors and title agencies.

F-18


Under the Company’s internal reporting system, most general corporate expenses are incurred by and charged to the title segment. Technology operating costs are also charged to the title segment, except for direct expenditures related to the REI segment. All investment income is included in the title segment as it is generated primarily from the investments of the title underwriters’ operations.
                        
 Title REI Total  Title REI Total
 ($000 omitted)
 
2006:
 
Revenues
 2,390,322 81,159 2,471,481 
Intersegment revenues
 1,066 3,994 5,060 
Depreciation and amortization
 33,973 3,774 37,747 
Earnings before taxes and minority interests
 83,234 1,302 84,536 
Identifiable assets
 1,387,365 70,842 1,458,207 
 ($000 Omitted)  
2005:
  
Revenues
 2,348,132 82,495 2,430,627  2,348,132 82,495 2,430,627 
Intersegment revenues
 1,030 3,426 4,456  1,537 3,426 4,963 
Depreciation and amortization
 30,129 3,825 33,954  30,129 3,825 33,954 
Earnings before taxes and minority interests
 154,391 10,573 164,964  154,391 10,573 164,964 
Identifiable assets
 1,302,949 58,202 1,361,151  1,302,949 58,202 1,361,151 
  
2004:  
Revenues 2,107,385 68,907 2,176,292  2,107,385 68,907 2,176,292 
Intersegment revenues 1,449 3,460 4,909  1,449 3,460 4,909 
Depreciation and amortization 27,061 3,964 31,025  27,061 3,964 31,025 
Earnings before taxes and minority interests 143,154 3,578 146,732  143,154 3,578 146,732 
Identifiable assets 1,151,563 41,790 1,193,353 
  
2003: 
Revenues 2,160,364 78,666 2,239,030 
Intersegment revenues 1,843 3,752 5,595 
Depreciation and amortization 21,535 3,705 25,240 
Earnings before taxes and minority interests 200,689 12,276 212,965 

F-22


NOTE 2021
Quarterly financial information (unaudited).
                    
                     Mar 31 June 30 Sept 30 Dec 31 Total
 Mar 31 June 30 Sept 30 Dec 31 Total ($000 omitted, except per share)
 ($000 Omitted, except per share) 
Revenues:  
2006
 539,423 644,729 641,521 645,808 2,471,481 
2005
 510,962 651,079 639,442 629,144 2,430,627  510,962 651,079 639,442 629,144 2,430,627 
2004 465,438 569,636 528,942 612,276 2,176,292 
  
Net earnings:  
2006
 2,647 15,710 14,150 10,745 43,252 
2005
 10,666 37,227 31,771  9,101 (1) 88,765  10,666 37,227 31,771  9,101(1) 88,765 
2004 11,140 29,961 21,138  20,279 (2) 82,518 
  
Earnings per share – diluted: 
Earnings per share — diluted: 
2006
 0.14 0.86 0.77 0.59 2.36 
2005
 0.59 2.04 1.74  0.50 (1) 4.86  0.59 2.04 1.74 0.50 4.86 
2004 0.61 1.65 1.16  1.11 (2) 4.53 
   
Note: The quarterlyQuarterly per share data may not sum to annual totals due to rounding.
 
(1) Includes an additionadditions to large title loss reserves ofaggregating $10.5 million, which reduced net earnings by $6.8 million. Also includes charges relatingrelated to corrections of the Company’s accounting for leases and employee vacations of $2.8 million and $2.1 million, respectively. The combined after-tax effect of these two items was $3.2 million, which is immaterial for the year to net earnings, cash flow and stockholders’ equity.
(2)Includes charge relating to litigation of $4.4 million, which reduced net earnings by $2.9 million.

F-19F-23


SCHEDULE I
STEWART INFORMATION SERVICES CORPORATION
(Parent Company)
STATEMENTS OF EARNINGS AND RETAINED EARNINGS INFORMATION
                        
Years ended December 31 2006 2005 2004
 Years ended December 31 
 2005 2004 2003  ($000 omitted)
 ($000 Omitted)  
Revenues
  
Investment income, including $18, $136 and $271 from affiliates $1,254 $477 $516 
Investment income, including $0, $18, and $136 from affiliates 2,565 1,254 477 
Other income 3 11 36  23 3 11 
       
 1,257 488 552  2,588 1,257 488 
  
Expenses
  
Employee costs 1,396 3,120 846  1,717 1,396 3,120 
Other operating expenses, including $93, $101 and $73 to affiliates 4,666 3,618 4,044 
Other operating expenses, including $147, $93 and $101 to affiliates 4,466 4,666 3,618 
Depreciation and amortization 812 796 243  813 812 796 
       
 6,874 7,534 5,133  6,996 6,874 7,534 
  
Loss before taxes and earnings from subsidiaries  (5,617)  (7,046)  (4,581)  (4,408)  (5,617)  (7,046)
Income tax benefit 2,018 1,938 1,012  1,669 2,018 1,938 
Earnings from subsidiaries 92,364 87,626 127,324  45,991 92,364 87,626 
       
  
Net earnings
 88,765 82,518 123,755  43,252 88,765 82,518 
  
Retained earnings at beginning of year 543,295 469,107 353,226  619,232 543,295 469,107 
Excess distribution to minority interest   (478)      (478)
Cash dividends on Common Stock ($.75, $.46 and $.46 per share
in 2005, 2004 and 2003)
  (12,828)  (7,852)  (7,874)
Cash dividends on Common Stock ($.75 per share in 2006 and 2005 and $.46 per share in 2004)  (12,886)  (12,828)  (7,852)
       
 
Retained earnings at end of year  649,598 619,232 543,295 
 $619,232 $543,295 $469,107  
       
See accompanying note to financial statement information.
(Schedule continued on following page.)

S-1


SCHEDULE I

(continued)
STEWART INFORMATION SERVICES CORPORATION
(Parent Company)
BALANCE SHEET INFORMATIONSHEETS
         
  December 31 
  2005  2004 
  ($000 Omitted) 
Assets
        
Cash and cash equivalents $288  $1,186 
Short-term investments  100   100 
       
   388   1,286 
         
Investments in debt securities, at market  35,214   29,352 
         
Receivables:        
Notes, including $10,190 and $10,315 from affiliates  11,222   10,649 
Other, including $21,594 and $11,898 from affiliates  22,409   12,091 
Less allowance for uncollectible amounts  (67)  (69)
       
   33,564   22,671 
         
Property and equipment, at cost:        
Land  2,857   2,857 
Buildings  455   455 
Furniture and equipment  3,071   3,078 
Less accumulated depreciation  (975)  (699)
       
   5,408   5,691 
         
Title plants, at cost  48   48 
Investments in subsidiaries, on an equity basis  684,082   629,332 
Goodwill  8,470   8,470 
Other assets  14,350   12,653 
       
  $781,524  $709,503 
       
         
Liabilities
        
Notes payable $42  $121 
Accounts payable and accrued liabilities  15,169   12,069 
       
   15,211   12,190 
         
Contingent liabilities and commitments        
         
Stockholders’ equity
        
Common – $1 par, authorized 30,000,000, issued and outstanding 17,430,304 and 17,396,209  17,430   17,396 
Class B Common – $1 par, authorized 1,500,000, issued and outstanding 1,050,012  1,050   1,050 
Additional paid-in capital  126,887   125,689 
Retained earnings(1)
  619,232   543,295 
Accumulated other comprehensive earnings:        
Unrealized investment gains  2,551   9,749 
Foreign currency translation adjustments  3,077   4,039 
Treasury stock – 325,829 and 325,669 Common shares, at cost  (3,914)  (3,905)
       
Total stockholders’ equity  766,313   697,313 
       
  $781,524  $709,503 
       
         
 
December 31 2006 2005
 
  ($000 omitted)
         
Assets
        
Cash and cash equivalents  884   288 
Short-term investments  49,501   35,314 
 
   50,385   35,602 
         
Investments in debt securities, at market  5,000    
         
Receivables:        
Notes, including $10,040 and $10,190 from affiliates  10,934   11,222 
Other, including $419 and $21,954 from affiliates  1,220   22,409 
Less allowance for uncollectible amounts  (19)  (67)
 
   12,135   33,564 
Property and equipment, at cost:        
Land  2,857   2,857 
Buildings  455   455 
Furniture and equipment  3,104   3,071 
Less accumulated depreciation  (1,230)  (975)
 
   5,186   5,408 
         
Title plant, at cost  48   48 
Investments in subsidiaries, on an equity basis  725,100   684,082 
Goodwill  8,470   8,470 
Other assets  15,786   14,350 
 
   822,110   781,524 
  
         
Liabilities
        
Notes payable     42 
Accounts payable and accrued liabilities  19,848   15,169 
 
   19,848   15,211 
Contingent liabilities and commitments        
         
Stockholders’ equity
        
Common Stock — $1 par, authorized 30,000,000, issued and outstanding 17,507,087 and 17,430,304  17,507   17,430 
Class B Common Stock— $1 par, authorized 1,500,000, issued and outstanding 1,050,012  1,050   1,050 
Additional paid-in capital  129,960   126,887 
Retained earnings(1)
  649,598   619,232 
Accumulated other comprehensive earnings:        
Unrealized investment gains  3,399   2,551 
Foreign currency translation adjustments  4,662   3,077 
Treasury stock — 325,829 shares, at cost  (3,914)  (3,914)
 
Total stockholders’ equity  802,262   766,313 
 
   822,110   781,524 
  
(1) Includes undistributed earnings of subsidiaries of $672,737 in 2006 and $639,632 in 2005 and $560,096 in 2004.2005.
See accompanying note to financial statement information.
(Schedule continued on following page.)

S-2


SCHEDULE I
(continued)
STEWART INFORMATION SERVICES CORPORATION
(Parent Company)
STATEMENTS OF CASH FLOW INFORMATIONFLOWS
            
Years ended December 31 2006 2005 2004 
            
 Years ended December 31  ($000 omitted) 
 2005 2004 2003  
Reconciliation of net earnings to cash (used) provided by operating activities: 
Net earnings 43,252 88,765 82,518 
Add (deduct): 
Depreciation and amortization 813 812 796 
Decrease (increase) in receivables — net 331  (169) 12,181 
Increase in payables and accrued liabilities — net 4,679 3,100 5,553 
Increase in other assets — net  (1,946)  (2,207)  (5,477)
Net earnings from subsidiaries  (45,991)  (92,364)  (87,626)
Deferred tax benefit (expense)   (45)  (328)
Other — net  (1,007) 23  (600)
 ($000 Omitted) 
Cash (used) provided by operating activities (Note)
 $(2,085) $7,017 $(3,205)
Cash provided (used) by operating activities
  131   (2,085) 7,017 
  
Investing activities:  
Proceeds from investments matured and sold 63,729 31,861 15,951  46,262 63,729 31,861 
Purchases of investments  (69,591)  (39,194)  (28,205)  (65,449)  (69,591)  (39,194)
Purchases of property and equipment – net  (19)  (46)  (1,882)
Purchases of property and equipment — net  (81)  (19)  (46)
Increases in notes receivables  (835)  (447)  (100)  (150)  (835)  (447)
Collections on notes receivables 261 6,462 7,032  248 261 6,462 
Dividends received from subsidiary 20,850 10,765 22,290  34,000 20,850 10,765 
Cash paid for acquisitions of subsidiaries – net  (665)  (11,733)  (5,604)
Cash paid for acquisitions of subsidiaries — net  (1,954)  (665)  (11,733)
       
Cash provided (used) by investing activities
 13,730  (2,332) 9,482  12,876 13,730  (2,332)
       
  
Financing activities:  
Dividends paid  (12,828)  (7,852)  (7,874)  (12,886)  (12,828)  (7,852)
Proceeds from exercise of stock options 364 1,284 3,878  517 364 1,284 
Payments on notes payable  (79)  (76)  (69)  (42)  (79)  (76)
       
Cash used by financing activities
  (12,543)  (6,644)  (4,065)  (12,411)  (12,543)  (6,644)
        
 
(Decrease) increase in cash and cash equivalents
  (898)  (1,959) 2,212 
Increase (decrease) in cash and cash equivalents
 596  (898)  (1,959)
  
Cash and cash equivalents at beginning of period 1,186 3,145 933  288 1,186 3,145 
       
Cash and cash equivalents at end of period
 $288 $1,186 $3,145  884 288 1,186 
        
  
Note: Reconciliation of net earnings to the above amounts 
Net earnings $88,765 $82,518 $123,755 
Add (deduct): 
Depreciation and amortization 812 796 243 
(Decrease) increase in receivables – net  (2,376) 1,331  (12,459)
Increase in payables and accrued liabilities – net 3,100 5,553 5,345 
Net earnings from subsidiaries  (92,364)  (87,626)  (127,324)
Deferred tax benefit  (45)  (328)  (183)
Other – net 23 4,773 7,418 
       
Cash (used) provided by operating activities $(2,085) $7,017 $(3,205)
       
 
Supplemental information:  
Income taxes paid        
Interest paid 12 12 17  1 12 12 
 
See accompanying note to financial statement information.
(Schedule continued on following page.)

S-3


SCHEDULE I
(continued)
STEWART INFORMATION SERVICES CORPORATION
(Parent Company)
NOTE TO FINANCIAL STATEMENT INFORMATION
We operate as a holding company, transacting substantially all of our business through our subsidiaries. Our consolidated financial statements are included in Part II, Item 8 of Form 10-K. The Parent Company financial statements should be read in conjunction with the aforementioned consolidated financial statements and notes thereto and financial statement schedules.
Certain amounts in the 20042005 and 20032004 Parent Company financial statements have been reclassified for comparative purposes. Net earnings and stockholders’ equity, as previously reported, were not affected.
Dividends from Guaranty for 2006, 2005 and 2004 were $13,000,000, $31,000,000 and 2003 were $31,000,000, $21,615,000, and $33,790,000, respectively.

S-4


SCHEDULE II
STEWART INFORMATION SERVICES CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
December 31, 20052006
                                        
 Col. C Col. D     
Col. A Col. B Additions Deductions Col. E  Col. B Col. C Col. D Col. E 
 Balance Charged Charged to Balance  Additions Deductions   
 at to other at  Balance Charged to Charged to Balance 
 beginning costs and accounts end  at costs other at 
 beginning and accounts end 
Description of period expenses (describe) (describe) of period  of period expenses (describe) (describe) of period 
($000 omitted)($000 omitted)
 
Stewart Information Services Corporation and subsidiaries:  
 
Year ended December 31, 2003: 
Estimated title losses $230,057,674 $94,826,566 $1,182,000 (C) $57,977,311 (A) $268,088,929 
Allowance for uncollectible amounts 5,307,562 2,522,000   1,569,738 (B) 6,259,824 
  
Year ended December 31, 2004:  
Estimated title losses 268,088,929 100,840,539  227,000 (C)  68,406,954 (A) 300,749,514  268,089 100,841  227(C)  68,408(A) 300,749 
Allowance for uncollectible amounts 6,259,824 2,600,000   1,429,624 (B) 7,430,200  6,260 2,600   1,430(B) 7,430 
  
Year ended December 31, 2005:  
Estimated title losses 300,749,514 128,102,493  15,000 (C)  82,163,018 (A) 346,703,989  300,749 128,102  15(C)  82,162(A) 346,704 
Allowance for uncollectible amounts 7,430,200 2,673,000   1,577,629 (B) 8,525,571  7,430 2,673   1,577(B) 8,526 
 
Stewart Information Services Corporation –
Parent Company:
 
Year ended December 31, 2006: 
Estimated title losses 346,704 141,557  2,724(C)  106,589(A) 384,396 
Allowance for uncollectible amounts 8,526 2,995   2,409(B) 9,112 
  
Year ended December 31, 2003: 
Allowance for uncollectible amounts $19,706 $53,415  $1,975 (B) $71,146 
Stewart Information Services Corporation — Parent Company 
  
Year ended December 31, 2004:  
Allowance for uncollectible amounts 71,146    2,279 (B) 68,867  71    2(B) 69 
  
Year ended December 31, 2005:  
Allowance for uncollectible amounts 68,867    1,436 (B) 67,431  69    2(B) 67 
 
Year ended December 31, 2006: 
Allowance for uncollectible amounts 67    48(B) 19 
 
(A) Represents primarily payments of policy and escrow losses and loss adjustment expenses.
 
(B) Represents uncollectible accounts written off.
 
(C) Represents estimated title loss balance acquired.

S-5


INDEX TO EXHIBITS
     
Exhibit    
 
3.1 - Certificate of Incorporation of the Registrant, as amended March 19, 2001 (incorporated by reference in this report from Exhibit 3.1 of the Annual Report on Form 10-K for the year ended December 31, 2000)
     
3.2 - By-Laws of the Registrant, as amended March 13, 2000 (incorporated by reference in this report from Exhibit 3.2 of the Annual Report on Form 10-K for the year ended December 31, 2000)
     
4.1 - 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 in this report from Exhibit 10.2 of the Annual Report on Form 10-K for the year ended December 31, 1997)
     
10.3† - Stewart Information Services Corporation 1999 Stock Option Plan (incorporated by reference in this report from Exhibit 10.3 of the Annual Report on Form 10-K for the year ended December 31, 1999)
     
10.4† - Stewart Information Services Corporation 2002 Stock Option Plan for Region Managers (incorporated by reference in this report from Exhibit 10.4 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2002)
     
10.5† - Stewart Information Services Corporation 2005 Long-Term Incentive Plan (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
     
14.1 - Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer (incorporated by reference in this report from Exhibit 14.1 of the Annual Report on Form 10-K for the year ended December 31, 2004)
     
21.1* - Subsidiaries of the Registrant
     
23.1* - Consent of Independent Registered Public Accounting Firm,KPMG LLP, including consent to incorporation by reference of their reports into previously filed Securities Act registration statements
     
31.1* - Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2* - Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.3* - Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1* - Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2* - Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.3* - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
* Filed herewith
 
 Management contract or compensatory plan