UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
(Mark One)

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20212022
or
    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 74-1677330
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1360 Post Oak Blvd.,Suite 100 
Houston,Texas77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 625-8100
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par value per shareSTCNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Yes   No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes     No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerNon-accelerated filerEmerging growth company
Accelerated filerSmaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   No
On July 27, 2021,August 2, 2022, there were 26,884,372were 27,108,912 outstanding shares of the issuer's Common Stock.



FORM 10-Q QUARTERLY REPORT
QUARTER ENDED JUNE 30, 20212022
TABLE OF CONTENTS
 
ItemItem PageItem Page
PART I – FINANCIAL INFORMATIONPART I – FINANCIAL INFORMATION
1.1.1.
2.2.2.
3.3.3.
4.4.4.
PART II – OTHER INFORMATIONPART II – OTHER INFORMATION
1.1.1.
1A.1A.1A.
2.2.2.
5.5.5.
6.6.6.
As used in this report, “we,” “us,” “our,” "Registrant," the “Company” and “Stewart” mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.




















2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted, except per share) ($000 omitted, except per share)
RevenuesRevenuesRevenues
Title revenues:Title revenues:Title revenues:
Direct operationsDirect operations353,502 218,214 633,007 416,496 Direct operations351,122 353,502 668,956 633,007 
Agency operationsAgency operations390,330 277,387 736,261 519,417 Agency operations409,931 390,330 814,076 736,261 
Ancillary services58,193 11,155 114,124 16,616 
Real estate solutions and otherReal estate solutions and other88,186 58,193 211,415 114,124 
Operating revenuesOperating revenues802,025 506,756 1,483,392 952,529 Operating revenues849,239 802,025 1,694,447 1,483,392 
Investment incomeInvestment income5,130 4,285 9,074 9,503 Investment income6,739 5,130 10,361 9,074 
Net realized and unrealized gains (losses)11,654 5,064 14,929 (6,027)
Net realized and unrealized (losses) gainsNet realized and unrealized (losses) gains(11,905)11,654 (7,820)14,929 
818,809 516,105 1,507,395 956,005 844,073 818,809 1,696,988 1,507,395 
ExpensesExpensesExpenses
Amounts retained by agenciesAmounts retained by agencies322,020 228,720 605,955 428,086 Amounts retained by agencies339,847 322,020 671,039 605,955 
Employee costsEmployee costs188,467 137,528 357,864 273,180 Employee costs210,246 188,467 415,228 357,864 
Other operating expensesOther operating expenses137,796 74,613 263,279 146,473 Other operating expenses162,008 137,796 351,756 263,279 
Title losses and related claimsTitle losses and related claims33,569 21,541 62,342 40,172 Title losses and related claims26,398 33,569 55,619 62,342 
Depreciation and amortizationDepreciation and amortization6,819 4,061 13,249 8,292 Depreciation and amortization14,288 6,819 28,037 13,249 
InterestInterest682 622 1,248 1,513 Interest4,507 682 8,918 1,248 
689,353 467,085 1,303,937 897,716 757,294 689,353 1,530,597 1,303,937 
Income before taxes and noncontrolling interestsIncome before taxes and noncontrolling interests129,456 49,020 203,458 58,289 Income before taxes and noncontrolling interests86,779 129,456 166,391 203,458 
Income tax expenseIncome tax expense(30,616)(11,340)(47,496)(13,235)Income tax expense(19,894)(30,616)(37,594)(47,496)
Net incomeNet income98,840 37,680 155,962 45,054 Net income66,885 98,840 128,797 155,962 
Less net income attributable to noncontrolling interestsLess net income attributable to noncontrolling interests4,021 3,534 6,907 5,731 Less net income attributable to noncontrolling interests5,225 4,021 9,240 6,907 
Net income attributable to StewartNet income attributable to Stewart94,819 34,146 149,055 39,323 Net income attributable to Stewart61,660 94,819 119,557 149,055 
Net incomeNet income98,840 37,680 155,962 45,054 Net income66,885 98,840 128,797 155,962 
Other comprehensive income (loss), net of taxes:
Other comprehensive loss, net of taxes:Other comprehensive loss, net of taxes:
Foreign currency translation adjustmentsForeign currency translation adjustments1,379 4,194 3,246 (7,248)Foreign currency translation adjustments(8,181)1,379 (7,561)3,246 
Change in net unrealized gains and losses on investmentsChange in net unrealized gains and losses on investments1,009 16,715 (8,147)14,135 Change in net unrealized gains and losses on investments(12,694)1,009 (32,592)(8,147)
Reclassification adjustment for realized gains and losses on investments(418)(21)(563)(101)
Other comprehensive income (loss), net of taxes:1,970 20,888 (5,464)6,786 
Reclassification adjustments for realized gains and losses on investmentsReclassification adjustments for realized gains and losses on investments(117)(418)(302)(563)
Other comprehensive (loss) income, net of taxes:Other comprehensive (loss) income, net of taxes:(20,992)1,970 (40,455)(5,464)
Comprehensive incomeComprehensive income100,810 58,568 150,498 51,840 Comprehensive income45,893 100,810 88,342 150,498 
Less net income attributable to noncontrolling interestsLess net income attributable to noncontrolling interests4,021 3,534 6,907 5,731 Less net income attributable to noncontrolling interests5,225 4,021 9,240 6,907 
Comprehensive income attributable to StewartComprehensive income attributable to Stewart96,789 55,034 143,591 46,109 Comprehensive income attributable to Stewart40,668 96,789 79,102 143,591 
Basic average shares outstanding (000)Basic average shares outstanding (000)26,798 23,656 26,767 23,647 Basic average shares outstanding (000)27,018 26,798 26,989 26,767 
Basic earnings per share attributable to StewartBasic earnings per share attributable to Stewart3.54 1.44 5.57 1.66 Basic earnings per share attributable to Stewart2.28 3.54 4.43 5.57 
Diluted average shares outstanding (000)Diluted average shares outstanding (000)27,123 23,756 27,038 23,757 Diluted average shares outstanding (000)27,293 27,123 27,377 27,038 
Diluted earnings per share attributable to StewartDiluted earnings per share attributable to Stewart3.50 1.44 5.51 1.66 Diluted earnings per share attributable to Stewart2.26 3.50 4.37 5.51 
See notes to condensed consolidated financial statements.
3


CONDENSED CONSOLIDATED BALANCE SHEETS
As of 
 June 30, 2021 (Unaudited)
As of 
 December 31, 2020
 
 June 30, 2022 (Unaudited)
 
 December 31, 2021
($000 omitted) ($000 omitted)
AssetsAssetsAssets
Cash and cash equivalentsCash and cash equivalents400,542 432,683 Cash and cash equivalents405,310 485,919 
Short-term investmentsShort-term investments17,628 20,678 Short-term investments17,282 17,650 
Investments in debt and equity securities, at fair value711,398 684,387 
Investments, at fair value:Investments, at fair value:
Debt securities (amortized cost of $623,614 and $578,165)Debt securities (amortized cost of $623,614 and $578,165)593,583 589,772 
Equity securitiesEquity securities93,672 89,442 
687,255 679,214 
Receivables:Receivables:Receivables:
Premiums from agenciesPremiums from agencies46,449 34,507 Premiums from agencies50,565 45,428 
Trade and otherTrade and other72,061 56,054 Trade and other70,572 75,079 
Income taxesIncome taxes2,034 501 Income taxes4,338 5,420 
NotesNotes1,461 1,557 Notes4,633 1,124 
Allowance for uncollectible amountsAllowance for uncollectible amounts(5,168)(4,807)Allowance for uncollectible amounts(7,028)(7,711)
116,837 87,812 123,080 119,340 
Property and equipment:Property and equipment:Property and equipment:
LandLand2,964 2,964 Land2,545 2,545 
BuildingsBuildings16,645 22,598 Buildings18,692 19,303 
Furniture and equipmentFurniture and equipment181,690 168,147 Furniture and equipment208,350 216,261 
Accumulated depreciationAccumulated depreciation(146,711)(142,038)Accumulated depreciation(156,087)(165,653)
54,588 51,671 73,500 72,456 
Operating lease assetsOperating lease assets112,351 106,479 Operating lease assets137,275 134,578 
Title plants, at costTitle plants, at cost73,113 72,863 Title plants, at cost73,503 76,859 
Investments on equity method basisInvestments on equity method basis22,051 6,765 Investments on equity method basis4,650 4,754 
GoodwillGoodwill549,991 431,477 Goodwill964,212 924,837 
Intangible assets, net of amortizationIntangible assets, net of amortization36,798 37,382 Intangible assets, net of amortization187,494 229,804 
Deferred tax assetsDeferred tax assets4,330 4,330 Deferred tax assets3,766 3,846 
Other assetsOther assets68,707 42,048 Other assets78,015 64,105 
2,168,334 1,978,575 2,755,342 2,813,362 
LiabilitiesLiabilitiesLiabilities
Notes payableNotes payable127,662 101,773 Notes payable444,908 483,491 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities229,054 225,180 Accounts payable and accrued liabilities200,294 287,326 
Operating lease liabilitiesOperating lease liabilities124,038 119,089 Operating lease liabilities150,472 149,417 
Estimated title lossesEstimated title losses524,983 496,275 Estimated title losses562,681 549,614 
Deferred tax liabilitiesDeferred tax liabilities26,524 23,852 Deferred tax liabilities37,166 48,779 
1,032,261 966,169 1,395,521 1,518,627 
Contingent liabilities and commitmentsContingent liabilities and commitments00Contingent liabilities and commitments00
Stockholders’ equityStockholders’ equityStockholders’ equity
Common Stock ($1 par value) and additional paid-in capitalCommon Stock ($1 par value) and additional paid-in capital301,251 301,937 Common Stock ($1 par value) and additional paid-in capital316,224 309,622 
Retained earningsRetained earnings819,834 688,819 Retained earnings1,073,788 974,800 
Accumulated other comprehensive income (loss):Accumulated other comprehensive income (loss):Accumulated other comprehensive income (loss):
Foreign currency translation adjustmentsForeign currency translation adjustments(4,992)(8,238)Foreign currency translation adjustments(16,478)(8,917)
Net unrealized gains on debt securities investments16,550 25,260 
Net unrealized (losses) gains on debt securities investmentsNet unrealized (losses) gains on debt securities investments(23,724)9,170 
Treasury stock – 352,161 common shares, at costTreasury stock – 352,161 common shares, at cost(2,666)(2,666)Treasury stock – 352,161 common shares, at cost(2,666)(2,666)
Stockholders’ equity attributable to StewartStockholders’ equity attributable to Stewart1,129,977 1,005,112 Stockholders’ equity attributable to Stewart1,347,144 1,282,009 
Noncontrolling interestsNoncontrolling interests6,096 7,294 Noncontrolling interests12,677 12,726 
Total stockholders’ equity (26,825,233 and 26,728,242 shares outstanding)1,136,073 1,012,406 
Total stockholders’ equity (27,038,282 and 26,893,430 shares outstanding)Total stockholders’ equity (27,038,282 and 26,893,430 shares outstanding)1,359,821 1,294,735 
2,168,334 1,978,575 2,755,342 2,813,362 
See notes to condensed consolidated financial statements.
4


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended 
 June 30,
Six Months Ended 
 June 30,
20212020 20222021
($000 omitted) ($000 omitted)
Reconciliation of net income to cash provided by operating activities:Reconciliation of net income to cash provided by operating activities:Reconciliation of net income to cash provided by operating activities:
Net incomeNet income155,962 45,054 Net income128,797 155,962 
Add (deduct):Add (deduct):Add (deduct):
Depreciation and amortizationDepreciation and amortization13,249 8,292 Depreciation and amortization28,037 13,249 
Provision for bad debt846 106 
Net realized and unrealized (gains) losses(14,929)6,027 
Adjustments for bad debt provisionsAdjustments for bad debt provisions(157)846 
Net realized and unrealized losses (gains)Net realized and unrealized losses (gains)7,820 (14,929)
Amortization of net premium on debt securities investmentsAmortization of net premium on debt securities investments1,904 2,253 Amortization of net premium on debt securities investments1,382 1,904 
Payments for title losses less than provisionsPayments for title losses less than provisions26,222 1,236 Payments for title losses less than provisions16,902 26,222 
Adjustments for insurance recoveries of title lossesAdjustments for insurance recoveries of title losses228 Adjustments for insurance recoveries of title losses220 — 
(Increase) decrease in receivables – net(22,366)8,792 
Decrease (increase) in receivables – netDecrease (increase) in receivables – net2,907 (22,366)
Increase in other assets – netIncrease in other assets – net(3,327)(3,743)Increase in other assets – net(6,720)(3,327)
Decrease in accounts payable and other liabilities – netDecrease in accounts payable and other liabilities – net(15,390)(22,817)Decrease in accounts payable and other liabilities – net(68,475)(15,390)
Change in net deferred income taxesChange in net deferred income taxes4,122 2,277 Change in net deferred income taxes515 4,122 
Net income from equity method investmentsNet income from equity method investments(3,412)(1,356)Net income from equity method investments(1,860)(3,412)
Dividends received from equity method investmentsDividends received from equity method investments1,739 1,549 Dividends received from equity method investments2,150 1,739 
Stock-based compensation expenseStock-based compensation expense5,879 2,449 Stock-based compensation expense6,440 5,879 
Other – netOther – net(47)(237)Other – net229 (47)
Cash provided by operating activitiesCash provided by operating activities150,452 50,110 Cash provided by operating activities118,187 150,452 
Investing activities:Investing activities:Investing activities:
Proceeds from sales of investments in securitiesProceeds from sales of investments in securities14,744 15,499 Proceeds from sales of investments in securities28,769 14,744 
Proceeds from matured investments in debt securitiesProceeds from matured investments in debt securities51,034 33,096 Proceeds from matured investments in debt securities23,521 51,034 
Purchases of investments in securitiesPurchases of investments in securities(89,198)(50,856)Purchases of investments in securities(117,913)(89,198)
Net sales of short-term investments2,747 2,763 
Net (purchases) sales of short-term investmentsNet (purchases) sales of short-term investments(189)2,747 
Purchases of property and equipment, and real estatePurchases of property and equipment, and real estate(16,430)(6,796)Purchases of property and equipment, and real estate(26,226)(16,430)
Proceeds from sale of buildings10,583 
Proceeds from sale of property and equipment and other assetsProceeds from sale of property and equipment and other assets1,033 10,583 
Cash paid for acquisition of businessesCash paid for acquisition of businesses(131,906)(33,417)Cash paid for acquisition of businesses(23,310)(131,906)
Cash paid for acquisition of equity method investmentCash paid for acquisition of equity method investment(16,080)Cash paid for acquisition of equity method investment(69)(16,080)
Other – netOther – net855 1,278 Other – net3,242 855 
Cash used by investing activitiesCash used by investing activities(173,651)(38,433)Cash used by investing activities(111,142)(173,651)
Financing activities:Financing activities:Financing activities:
Proceeds from notes payableProceeds from notes payable181,755 404 Proceeds from notes payable5,721 181,755 
Payments on notes payablePayments on notes payable(157,662)(9,334)Payments on notes payable(44,553)(157,662)
Distributions to noncontrolling interestsDistributions to noncontrolling interests(7,253)(5,957)Distributions to noncontrolling interests(9,483)(7,253)
Repurchases of Common StockRepurchases of Common Stock(2,002)(468)Repurchases of Common Stock(2,551)(2,002)
Proceeds from stock option exercises181 
Proceeds from stock option and employee stock purchase plan exercisesProceeds from stock option and employee stock purchase plan exercises2,713 181 
Cash dividends paidCash dividends paid(17,688)(14,198)Cash dividends paid(20,258)(17,688)
Payment of contingent consideration related to an acquisition(75)
Payment of contingent consideration related to acquisitionsPayment of contingent consideration related to acquisitions(15,997)(75)
Purchase of remaining interest in consolidated subsidiariesPurchase of remaining interest in consolidated subsidiaries(5,616)Purchase of remaining interest in consolidated subsidiaries— (5,616)
Other - netOther - net(777)Other - net94 (777)
Cash used by financing activitiesCash used by financing activities(9,137)(29,553)Cash used by financing activities(84,314)(9,137)
Effects of changes in foreign currency exchange ratesEffects of changes in foreign currency exchange rates195 (1,927)Effects of changes in foreign currency exchange rates(3,340)195 
Change in cash and cash equivalentsChange in cash and cash equivalents(32,141)(19,803)Change in cash and cash equivalents(80,609)(32,141)
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period432,683 330,609 Cash and cash equivalents at beginning of period485,919 432,683 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period400,542 310,806 Cash and cash equivalents at end of period405,310 400,542 
See notes to condensed consolidated financial statements.
5


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

Common StockAdditional paid-in capitalRetained earningsAccumulated other comprehensive income (loss)Treasury stockNoncontrolling interestsTotalCommon StockAdditional paid-in capitalRetained earningsAccumulated other comprehensive income (loss)Treasury stockNoncontrolling interestsTotal
($000 omitted)
Six Months Ended June 30, 2022Six Months Ended June 30, 2022
Balance at December 31, 2021Balance at December 31, 202127,246 282,376 974,800 253 (2,666)12,726 1,294,735 
Net income attributable to StewartNet income attributable to Stewart— — 119,557 — — — 119,557 
Dividends on Common Stock ($0.75 per share)Dividends on Common Stock ($0.75 per share)— — (20,569)— — — (20,569)
Stock-based compensationStock-based compensation126 6,314 — — — — 6,440 
Stock repurchasesStock repurchases(37)(2,514)— — — — (2,551)
Stock option and employee stock purchase plan exercisesStock option and employee stock purchase plan exercises55 2,658 — — — — 2,713 
Change in net unrealized gains and losses on investments, net of taxesChange in net unrealized gains and losses on investments, net of taxes— — — (32,592)— — (32,592)
Reclassification adjustment for realized gains and losses on investments, net of taxesReclassification adjustment for realized gains and losses on investments, net of taxes— — — (302)— — (302)
Foreign currency translation adjustments, net of taxesForeign currency translation adjustments, net of taxes— — — (7,561)— — (7,561)
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests— — — — — 9,240 9,240 
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — (9,483)(9,483)
Net effect of other changes in ownershipNet effect of other changes in ownership— — — — — 194 194 
Balance at June 30, 2022Balance at June 30, 202227,390 288,834 1,073,788 (40,202)(2,666)12,677 1,359,821 
($000 omitted)
Six Months Ended June 30, 2021Six Months Ended June 30, 2021Six Months Ended June 30, 2021
Balance at December 31, 2020Balance at December 31, 202027,080 274,857 688,819 17,022 (2,666)7,294 1,012,406 Balance at December 31, 202027,080 274,857 688,819 17,022 (2,666)7,294 1,012,406 
Net income attributable to StewartNet income attributable to Stewart— — 149,055 — — — 149,055 Net income attributable to Stewart— — 149,055 — — — 149,055 
Dividends on Common Stock ($0.66 per share)Dividends on Common Stock ($0.66 per share)— — (18,040)— — — (18,040)Dividends on Common Stock ($0.66 per share)— — (18,040)— — — (18,040)
Stock-based compensationStock-based compensation131 5,748 — — — — 5,879 Stock-based compensation131 5,748 — — — — 5,879 
Stock repurchasesStock repurchases(39)(1,963)— — — — (2,002)Stock repurchases(39)(1,963)— — — — (2,002)
Stock option exercises176 — — — — 181 
Purchase of remaining interest in consolidated subsidiaries— (4,744)— — — (872)(5,616)
Change in net unrealized gains and losses on investments, net of taxes— — — (8,147)— — (8,147)
Reclassification adjustment for realized gains and losses on investments, net of taxes— — — (563)— — (563)
Foreign currency translation adjustments, net of taxes— — — 3,246 — — 3,246 
Net income attributable to noncontrolling interests— — — — — 6,907 6,907 
Distributions to noncontrolling interests— — — — — (7,253)(7,253)
Net effect of other changes in ownership— — — — — 20 20 
Balance at June 30, 202127,177 274,074 819,834 11,558 (2,666)6,096 1,136,073 
Six Months Ended June 30, 2020
Balance at December 31, 201924,062 164,217 564,392 (2,699)(2,666)6,453 753,759 
Net income attributable to Stewart— — 39,323 — — — 39,323 
Dividends on Common Stock ($0.60 per share)— — (14,291)— — — (14,291)
Stock-based compensation2,447 — — — — 2,449 
Stock repurchases(12)(456)— — — — (468)
Stock option and employee stock purchase plan exercisesStock option and employee stock purchase plan exercises176 — — — — 181 
Purchase of remaining interest in consolidated subsidiaryPurchase of remaining interest in consolidated subsidiary— (4,744)— — — (872)(5,616)
Change in net unrealized gains and losses on investments, net of taxesChange in net unrealized gains and losses on investments, net of taxes— — — 14,135 — — 14,135 Change in net unrealized gains and losses on investments, net of taxes— — — (8,147)— — (8,147)
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxesReclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes— — — (101)— — (101)Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes— — — (563)— — (563)
Foreign currency translation adjustments, net of taxesForeign currency translation adjustments, net of taxes— — — (7,248)— — (7,248)Foreign currency translation adjustments, net of taxes— — — 3,246 — — 3,246 
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests— — — — — 5,731 5,731 Net income attributable to noncontrolling interests— — — — — 6,907 6,907 
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — (5,957)(5,957)Distributions to noncontrolling interests— — — — — (7,253)(7,253)
Balance at June 30, 202024,052 166,208 589,424 4,087 (2,666)6,227 787,332 
Balance at June 30, 2021Balance at June 30, 202127,177 274,074 819,834 11,558 (2,666)6,096 1,136,073 
See notes to condensed consolidated financial statements.

6



CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

Common StockAdditional paid-in capitalRetained earningsAccumulated other comprehensive income (loss)Treasury stockNoncontrolling interestsTotalCommon StockAdditional paid-in capitalRetained earningsAccumulated other comprehensive income (loss)Treasury stockNoncontrolling interestsTotal
($000 omitted)($000 omitted)
Three Months Ended June 30, 2022Three Months Ended June 30, 2022
Balances at June 30, 2021Balances at June 30, 202127,367 284,524 1,022,456 (19,210)(2,666)12,317 1,324,788 
Net income attributable to StewartNet income attributable to Stewart— — 61,660 — — — 61,660 
Dividends on Common Stock ($0.38 per share)Dividends on Common Stock ($0.38 per share)— — (10,328)— — — (10,328)
Stock-based compensationStock-based compensation18 4,183 — — — — 4,201 
Stock repurchasesStock repurchases(1)(88)— — — — (89)
Stock option and employee stock purchase plan exercisesStock option and employee stock purchase plan exercises215 — — — 221 
Purchase of remaining interest in consolidated subsidiariesPurchase of remaining interest in consolidated subsidiaries— 0— — — 0— 
Change in net unrealized gains and losses on investments, net of taxesChange in net unrealized gains and losses on investments, net of taxes— — — (12,694)— — (12,694)
Reclassification adjustment for realized gains and losses on investments, net of taxesReclassification adjustment for realized gains and losses on investments, net of taxes— — — (117)— — (117)
Foreign currency translation adjustments, net of taxesForeign currency translation adjustments, net of taxes— — — (8,181)— — (8,181)
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests— — — — — 5,225 5,225 
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — (4,915)(4,915)
Net effect of other changes in ownershipNet effect of other changes in ownership— — — — — 50 50 
Balance at June 30, 2022Balance at June 30, 202227,390 288,834 1,073,788 (40,202)(2,666)12,677 1,359,821 
Three Months Ended June 30, 2021Three Months Ended June 30, 2021Three Months Ended June 30, 2021
Balances at March 31, 202127,158 273,820 733,973 9,588 (2,666)6,025 1,047,898 
Balances at June 30, 2020Balances at June 30, 202027,158 273,820 733,973 9,588 (2,666)6,025 1,047,898 
Net income attributable to StewartNet income attributable to Stewart— — 94,819 — — — 94,819 Net income attributable to Stewart— — 94,819 — — — 94,819 
Dividends on Common Stock ($0.33 per share)Dividends on Common Stock ($0.33 per share)— — (8,958)— — — (8,958)Dividends on Common Stock ($0.33 per share)— — (8,958)— — — (8,958)
Stock-based compensationStock-based compensation18 2,687 — — — — 2,705 Stock-based compensation18 2,687 — — — — 2,705 
Stock repurchasesStock repurchases(2)(65)— — — — (67)Stock repurchases(2)(65)— — — — (67)
Stock option exercisesStock option exercises117 — — — — 120 Stock option exercises117 120 
Purchase of remaining interest in consolidated subsidiaries— (2,485)— — — (561)(3,046)
Purchase of remaining interest in consolidated subsidiaryPurchase of remaining interest in consolidated subsidiary— (2,485)— — — (561)(3,046)
Change in net unrealized gains and losses on investments, net of taxesChange in net unrealized gains and losses on investments, net of taxes— — — 1,009 — — 1,009 Change in net unrealized gains and losses on investments, net of taxes— — — 1,009 — — 1,009 
Reclassification adjustment for realized gains and losses on investments, net of taxes— — — (418)— — (418)
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxesReclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes— — — (418)— — (418)
Foreign currency translation adjustments, net of taxesForeign currency translation adjustments, net of taxes— — — 1,379 — — 1,379 Foreign currency translation adjustments, net of taxes— — — 1,379 — — 1,379 
Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests— — — — — 4,021 4,021 Net income attributable to noncontrolling interests— — — — — 4,021 4,021 
Distributions to noncontrolling interestsDistributions to noncontrolling interests— — — — — (3,409)(3,409)Distributions to noncontrolling interests— — — — — (3,409)(3,409)
Net effect of other changes in ownershipNet effect of other changes in ownership— — — — — 20 20 Net effect of other changes in ownership— — — — — 20 20 
Balance at June 30, 2021Balance at June 30, 202127,177 274,074 819,834 11,558 (2,666)6,096 1,136,073 Balance at June 30, 202127,177 274,074 819,834 11,558 (2,666)6,096 1,136,073 
Three Months Ended June 30, 2020
Balances at March 31, 202024,032 164,741 562,445 (16,801)(2,666)5,324 737,075 
Net income attributable to Stewart— — 34,146 — — — 34,146 
Dividends on Common Stock ($0.30 per share)— — (7,167)— — — (7,167)
Stock-based compensation22 1,540 — — — — 1,562 
Stock repurchases(2)(73)— — — — (75)
Change in net unrealized gains and losses on investments, net of taxes— — — 16,715 — — 16,715 
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes— — — (21)— — (21)
Foreign currency translation adjustments, net of taxes— — — 4,194 — — 4,194 
Net income attributable to noncontrolling interests— — — — — 3,534 3,534 
Distributions to noncontrolling interests— — — — — (2,631)(2,631)
Balance at June 30, 202024,052 166,208 589,424 4,087 (2,666)6,227 787,332 
See notes to condensed consolidated financial statements.

7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

Interim financial statements. The financial information contained in this report for the three and six months ended June 30, 20212022 and 2020,2021, and as of June 30, 2021,2022, is unaudited. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021 filed with the Securities and Exchange Commission on March 1, 2021 (2020February 28, 2022 (2021 Form 10-K).

A. Management’s responsibility. The accompanying interim financial statements were prepared by management, who is responsible for their integrity and objectivity. These financial statements have been prepared in conformity with the United States (U.S.) generally accepted accounting principles (GAAP), including management’s best judgments and estimates. In the opinion of management, all adjustments necessary for a fair presentation of this information for all interim periods, consisting only of normal recurring accruals, have been made. The Company’s results of operations for interim periods are not necessarily indicative of results for a full year and actual results could differ.

B. Consolidation. The condensed consolidated financial statements include all subsidiaries in which the Company owns more than 50% voting rights in electing directors. All significant intercompany amounts and transactions have been eliminated and provisions have been made for noncontrolling interests. Unconsolidated investees, in which the Company typically owns from 20% to 50% of the voting stock, are accounted for using the equity method.

C. Restrictions on cash and investments. The Company maintains investments in accordance with certain statutory requirements for the funding of statutory premium reserves. Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from currentcurrent operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $517.8$538.1 million and $496.6$523.5 million at June 30, 20212022 and December 31, 2020,2021, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately $16.6$14.9 million and $20.0and $41.4 million at June 30, 20212022 and December 31, 2020,2021, respectively. Although these cash statutory reserve funds are not restricted or segregated in depository accounts, they are required to be held pursuant to state statutes. If the Company fails to maintain minimum investments or cash and cash equivalents sufficient to meet statutory requirements, the Company may be subject to fines or other penalties, including potential revocation of its business license. These funds are not available for any other purpose. In the event that insurance regulators adjust the determination of the statutory premium reserves of the Company’s title insurers, these restricted funds as well as statutory surplus would correspondingly increase or decrease.


NOTE 2

Revenues. The Company's operating revenues, summarized by type, are as follows:
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted)($000 omitted)
Title insurance premiums:Title insurance premiums:Title insurance premiums:
DirectDirect243,638 149,745 438,631 288,028 Direct231,721 243,638 437,283 438,631 
AgencyAgency390,330 277,387 736,261 519,417 Agency409,931 390,330 814,076 736,261 
Escrow feesEscrow fees63,534 41,433 120,183 74,519 Escrow fees61,497 63,534 117,289 120,183 
Appraisal management, abstract and other ancillary services80,712 22,829 149,332 38,906 
Real estate solutions and abstract feesReal estate solutions and abstract fees104,213 80,712 213,015 149,332 
Other revenuesOther revenues23,811 15,362 38,985 31,659 Other revenues41,877 23,811 112,784 38,985 
802,025 506,756 1,483,392 952,529 849,239 802,025 1,694,447 1,483,392 



8


NOTE 3

Investments in debt and equity securities. The total fair values of the Company's investments in debt and equity securities are as follows:
 June 30, 2021December 31, 2020
($000 omitted)
Investments in:
Debt securities635,162 631,386 
Equity securities76,236 53,001 
711,398 684,387 

As of June 30, 20212022 and December 31, 2020,2021, the net unrealized investment gains relating to investments in equity securitiessecurities held were $13.6were $14.5 million and $4.4$21.1 million, respectively (refer to Note 5).

The amortized costs and fair values of investments in debt securities are as follows:
June 30, 2021December 31, 2020 June 30, 2022December 31, 2021
Amortized
costs
Fair
values
Amortized
costs
Fair
values
Amortized
costs
Fair
values
Amortized
costs
Fair
values
($000 omitted) ($000 omitted)
MunicipalMunicipal40,466 42,462 45,138 47,603 Municipal32,555 32,525 34,739 36,323 
CorporateCorporate291,413 305,229 285,962 305,450 Corporate268,626 255,437 249,757 258,102 
ForeignForeign275,764 280,861 261,748 271,711 Foreign311,894 295,134 287,240 288,883 
U.S. Treasury BondsU.S. Treasury Bonds6,570 6,610 6,564 6,622 U.S. Treasury Bonds10,539 10,487 6,429 6,464 
614,213 635,162 599,412 631,386 623,614 593,583 578,165 589,772 

Foreign debt securities consist of Canadian government, provincial and corporate bonds, United Kingdom treasury and corporate bonds, and Mexican government bonds.

Gross unrealized gains and losses on investments in debt securities are as follows:
June 30, 2021December 31, 2020 June 30, 2022December 31, 2021
GainsLossesGainsLosses GainsLossesGainsLosses
($000 omitted) ($000 omitted)
MunicipalMunicipal1,997 2,465 Municipal114 144 1,585 
CorporateCorporate14,320 504 19,594 106 Corporate435 13,624 9,389 1,044 
ForeignForeign5,767 670 10,024 61 Foreign319 17,079 3,285 1,642 
U.S. Treasury BondsU.S. Treasury Bonds65 25 82 24 U.S. Treasury Bonds33 85 60 25 
22,149 1,200 32,165 191 901 30,932 14,319 2,712 

Debt securities as of June 30, 20212022 mature, according to their contractual terms, as follows (actual maturities may differ due to call or prepayment rights):
Amortized
costs
Fair
values
Amortized
costs
Fair
values
($000 omitted) ($000 omitted)
In one year or lessIn one year or less59,019 59,695 In one year or less98,843 98,429 
After one year through five yearsAfter one year through five years375,721 385,551 After one year through five years333,202 318,895 
After five years through ten yearsAfter five years through ten years148,716 156,299 After five years through ten years158,609 145,799 
After ten yearsAfter ten years30,757 33,617 After ten years32,960 30,460 
614,213 635,162 623,614 593,583 

9


Gross unrealized losses on investments in debt securities and the fair values of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2021,2022, were:
Less than 12 monthsMore than 12 monthsTotal Less than 12 monthsMore than 12 monthsTotal
LossesFair valuesLossesFair valuesLossesFair values LossesFair valuesLossesFair valuesLossesFair values
($000 omitted) ($000 omitted)
MunicipalMunicipal96 96 Municipal144 11,631 — — 144 11,631 
CorporateCorporate504 31,489 504 31,489 Corporate12,033 218,982 1,591 11,268 13,624 230,250 
ForeignForeign645 74,153 25 254 670 74,407 Foreign14,322 249,533 2,757 37,154 17,079 286,687 
U.S. Treasury BondsU.S. Treasury Bonds109 24 1,022 25 1,131 U.S. Treasury Bonds61 1,410 24 611 85 2,021 
1,151 105,847 49 1,276 1,200 107,123 26,560 481,556 4,372 49,033 30,932 530,589 

The number of specific debt investment holdings held in an unrealized loss position as of June 30, 20212022 was 51.303. Of these securities, 323 were in unrealized loss positions for more than 12 months. Gross unrealized investment losses at June 30, 2022 increased compared to December 31, 2021, primarily due to the market volatility influenced by higher interest rates and credit spreads during 2022. Since the Company does not intend to sell and will more likely than not maintain each investment security until its maturity or anticipated recovery in value, and no significant credit risk is deemed to exist, these investments are not considered as credit-impaired. 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.

Gross unrealized losses on investments in debt securities and the fair values 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, 2020,2021, were:
Less than 12 monthsMore than 12 monthsTotal Less than 12 monthsMore than 12 monthsTotal
LossesFair valuesLossesFair valuesLossesFair values LossesFair valuesLossesFair valuesLossesFair values
($000 omitted) ($000 omitted)
MunicipalMunicipalMunicipal130 — — 130 
CorporateCorporate106 13,518 106 13,518 Corporate588 42,231 456 12,014 1,044 54,245 
ForeignForeign40 2,912 21 254 61 3,166 Foreign1,502 118,943 140 3,394 1,642 122,337 
U.S. Treasury BondsU.S. Treasury Bonds24 1,022 24 1,022 U.S. Treasury Bonds477 17 508 25 985 
146 16,430 45 1,276 191 17,706 2,099 161,781 613 15,916 2,712 177,697 


NOTE 4

Fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal, or most advantageous, market for the asset or liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, there is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs when possible.

The three levels of inputs used to measure fair value are as follows:
 
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

10


As of June 30, 2022, financial instruments measured at fair value on a recurring basis are summarized below:
Level 1Level 2
Fair value
measurements
 ($000 omitted)
Investments in securities:
Debt securities:
Municipal— 32,525 32,525 
Corporate— 255,437 255,437 
Foreign— 295,134 295,134 
U.S. Treasury Bonds— 10,487 10,487 
Equity securities93,672 — 93,672 
93,672 593,583 687,255 

As of December 31, 2021, financial instruments measured at fair value on a recurring basis are summarized below:
Level 1Level 2
Fair value
measurements
 ($000 omitted)
Investments in securities:
Debt securities:
Municipal42,462 42,462 
Corporate305,229 305,229 
Foreign280,861 280,861 
U.S. Treasury Bonds6,610 6,610 
Equity securities76,236 76,236 
76,236 635,162 711,398 

As of December 31, 2020, financial instruments measured at fair value on a recurring basis are summarized below:
Level 1Level 2
Fair value
measurements
Level 1Level 2
Fair value
measurements
($000 omitted) ($000 omitted)
Investments in securities:Investments in securities:Investments in securities:
Debt securities:Debt securities:Debt securities:
MunicipalMunicipal47,603 47,603 Municipal— 36,323 36,323 
CorporateCorporate305,450 305,450 Corporate— 258,102 258,102 
ForeignForeign271,711 271,711 Foreign— 288,883 288,883 
U.S. Treasury BondsU.S. Treasury Bonds6,622 6,622 U.S. Treasury Bonds— 6,464 6,464 
Equity securitiesEquity securities53,001 53,001 Equity securities89,442 — 89,442 
53,001 631,386 684,387 89,442 589,772 679,214 

As of June 30, 20212022 and December 31, 2020,2021, Level 1 financial instruments consist of equity securities. Level 2 financial instruments consist of municipal, governmental, and corporate bonds, both U.S. and foreign. In accordance with the Company’s policies and guidelines which incorporate relevant statutory requirements, the Company’s third-party registered investment manager invests only in securities rated as investment grade or higher by the major rating services, where observable valuation inputs are significant. The fair value of the Company's investments in debt and equity securities is primarily determined using a third-party pricing service provider. The third-party pricing service provider calculates the fair values using both market approach and model valuation methods, as well as pricing information obtained from brokers, dealers and custodians. Management ensures the reasonableness of the third-party service valuations by comparing them with pricing information from the Company's investment manager.


NOTE 5

Net realized and unrealized gains (losses).gains. Realized and unrealized gains and losses are detailed as follows:
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted) ($000 omitted)
Realized gainsRealized gains7,909 1,355 8,080 1,508 Realized gains1,683 7,909 3,277 8,080 
Realized lossesRealized losses(657)(2,469)(1,347)Realized losses(3,671)— (3,839)(2,469)
Net unrealized investment gains (losses) recognized on equity securities still held at end of period3,745 4,366 9,318 (6,188)
Net unrealized investment (losses) gains recognized on equity securities still held at end of periodNet unrealized investment (losses) gains recognized on equity securities still held at end of period(9,917)3,745 (7,258)9,318 
11,654 5,064 14,929 (6,027)(11,905)11,654 (7,820)14,929 

11


Realized gains and losses during the second quarter 2022 included realized losses of $3.6 million from disposals of businesses and a $1.0 million gain from an acquisition contingent liability adjustment. Realized gains and losses during the second quarter 2021 included $7.3 million of gains on sales of buildings, while realized gains and losses during the second quarter 2020 included $1.1 million of gains from settlements of equity investments with no previously readily determinable fair values.buildings. Additionally, realized gains and losses for the first six months of 2022 and 2021 included a $1.0 million realized gain related to sale of a title plant copy, and a $2.5 million loss related to a disposal of an equity method investment.investment, respectively.

Investment gains and losses recognized related to investments in equity securities are as follows:
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020
($000 omitted)
Net investment gains (losses) recognized on equity securities during the period3,780 3,966 9,361 (7,095)
Less: Net realized gains (losses) on equity securities sold during the period35 (400)43 (907)
Net unrealized investment gains (losses) recognized on equity securities still held at end of period3,745 4,366 9,318 (6,188)
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2022202120222021
($000 omitted)
Net investment (losses) gains recognized on equity securities during the period(9,366)3,780 (6,795)9,361 
Less: Net realized gains on equity securities sold during the period551 35 463 43 
Net unrealized investment (losses) gains recognized on equity securities still held at end of period(9,917)3,745 (7,258)9,318 

Proceeds from sales of investments in securities are as follows: 
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted) ($000 omitted)
Proceeds from sales of debt securitiesProceeds from sales of debt securities11,634 3,270 14,571 14,773 Proceeds from sales of debt securities11,002 11,634 28,282 14,571 
Proceeds from sales of equity securitiesProceeds from sales of equity securities59 433 173 726 Proceeds from sales of equity securities117 59 487 173 
Total proceeds from sales of investments in securitiesTotal proceeds from sales of investments in securities11,693 3,703 14,744 15,499 Total proceeds from sales of investments in securities11,119 11,693 28,769 14,744 


NOTE 6

Goodwill. The summary of changes in goodwill is as follows.
TitleAncillary Services and CorporateConsolidated TotalTitleReal Estate SolutionsCorporate and OtherConsolidated Total
($000 omitted)($000 omitted)
Balances at December 31, 2020361,433 70,044 431,477 
Balances at December 31, 2021Balances at December 31, 2021583,944 325,543 15,350 924,837 
AcquisitionsAcquisitions102,546 20,202 122,748 Acquisitions25,325 — — 25,325 
Purchase accounting adjustmentsPurchase accounting adjustments(4,492)258 (4,234)Purchase accounting adjustments802 28,990 (14,450)15,342 
Balances at June 30, 2021459,487 90,504 549,991 
DisposalsDisposals(392)— (900)(1,292)
Balances at June 30, 2022Balances at June 30, 2022609,679 354,533 — 964,212 

During the first six months ended June 30, 2021,of 2022, goodwill recorded in the title segment was related to acquisitions of a title search and support services provider, a digital customer engagement platform provider, and a number of title offices operating in the states of Arizona, New Mexico and Texas. Goodwill recorded in the ancillary services and corporate segment wasproviders, while purchase accounting adjustments were primarily related to an acquisitionmeasurements of an online notarizationintangible assets and closing solutions provider. The goodwill balances fordeferred taxes, and adjustments to provisional estimates within one year of the 2021 acquisitions were based on the Company's preliminary purchase accounting, which is expected to be finalized within a year after the acquisitions closed.related acquisitions.
12


NOTE 7

Estimated title losses. A summary of estimated title losses for the six months ended June 30 is as follows:
20212020
 ($000 omitted)
Balances at January 1496,275 459,053 
Provisions:
Current year61,147 39,811 
Previous policy years1,195 361 
Total provisions62,342 40,172 
Payments, net of recoveries:
Current year(7,682)(5,420)
Previous policy years(28,438)(33,516)
Total payments, net of recoveries(36,120)(38,936)
Effects of changes in foreign currency exchange rates2,486 (4,264)
Balances at June 30524,983 456,025 
Loss ratios as a percentage of title operating revenues:
Current year provisions4.5 %4.3 %
Total provisions4.6 %4.3 %

Provisions in the first six months of 2021 increased compared to the same period in 2020, primarily as a result of increased title revenues, while the effect of changes in foreign currency exchange rates for the first six months of 2021 and 2020 were primarily influenced by the appreciation and depreciation, respectively, of the Canadian dollar against the U.S. dollar during those periods.
20222021
 ($000 omitted)
Balances at January 1549,614 496,275 
Provisions:
Current year55,760 61,147 
Previous policy years(141)1,195 
Total provisions55,619 62,342 
Payments, net of recoveries:
Current year(8,927)(7,682)
Previous policy years(29,790)(28,438)
Total payments, net of recoveries(38,717)(36,120)
Effects of changes in foreign currency exchange rates(3,835)2,486 
Balances at June 30562,681 524,983 
Loss ratios as a percentage of title operating revenues:
Current year provisions3.8 %4.5 %
Total provisions3.8 %4.6 %


NOTE 8

Share-based payments. As part of its incentive compensation program for executives and senior management employees, the Company provides share-based awards, which usually include a combination of time-based restricted stock units, performance-based restricted stock units and stock options. Each restricted stock unit represents a contractual right to receive a share of the Company's common stock. The time-based units generally vest on each of the first three anniversaries of the grant date, while the performance-based units vest upon achievement of certain financial objectives and an employee service requirement over a period of approximately three years. The stock options vest on each of the first three anniversaries of the grant date at a rate of 20%, 30% and 50%, chronologically, and expire 10 years after the grant date. Each vested stock option can be exercised to purchase a share of the Company's common stock at the strike price set by the Company at the grant date. The compensation expense associated with the share-based awards is calculated based on the fair value of the related award and recognized over the corresponding vesting period.

During the first six months of 2022, the Company granted time-based and performance-based restricted stock units with an aggregate grant-date fair value of $11.2 million (174,000 units with an average grant price per unit of $64.15). During the first six months of 2021, the aggregate grant-date fair values of restricted stock unit and stock option awards, respectively, were $8.9 million (166,000 units with an average grant price per unit of $53.71) and $1.3 million (139,000 options with an average grant price per option of $9.24 and exercise strike price of $53.24). During the first six months of 2020, the aggregate grant-date fair values of restricted stock unit and stock option awards, respectively, were $2.4 million (60,000 units with an average grant price per unit of $39.76) and $3.4 million (650,000 options with an average grant price per option of $5.32 and exercise strike price of $39.76).


13


NOTE 9

Earnings per share. Basic earnings per share (EPS) attributable to Stewart is calculated by dividing net income attributable to Stewart by the weighted-average number of shares of Common Stock outstanding during the reporting periods. Outstanding shares of Common Stock granted to employees that are not yet vested (restricted shares) are excluded from the calculation of the weighted-average number of shares outstanding for calculating basic EPS. To calculate diluted EPS, the number of shares is adjusted to include the number of additional shares that would have been outstanding if restricted units and shares were vested and stock options were exercised. In periods of loss, dilutive shares are excluded from the calculation of the diluted EPS and diluted EPS is computed in the same manner as basic EPS.

The calculation of the basic and diluted EPS is as follows:
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted, except per share)($000 omitted, except per share)
Numerator:Numerator:Numerator:
Net income attributable to StewartNet income attributable to Stewart94,819 34,146 149,055 39,322 Net income attributable to Stewart61,660 94,819 119,557 149,055 
Denominator (000):Denominator (000):Denominator (000):
Basic average shares outstandingBasic average shares outstanding26,798 23,656 26,767 23,647 Basic average shares outstanding27,018 26,798 26,989 26,767 
Average number of dilutive shares relating to optionsAverage number of dilutive shares relating to options189 154 Average number of dilutive shares relating to options154 189 226 154 
Average number of dilutive shares relating to grants of restricted units and sharesAverage number of dilutive shares relating to grants of restricted units and shares136 100 117 110 Average number of dilutive shares relating to grants of restricted units and shares121 136 162 117 
Diluted average shares outstandingDiluted average shares outstanding27,123 23,756 27,038 23,757 Diluted average shares outstanding27,293 27,123 27,377 27,038 
Basic earnings per share attributable to StewartBasic earnings per share attributable to Stewart3.54 1.44 5.57 1.66 Basic earnings per share attributable to Stewart2.28 3.54 4.43 5.57 
Diluted earnings per share attributable to StewartDiluted earnings per share attributable to Stewart3.50 1.44 5.51 1.66 Diluted earnings per share attributable to Stewart2.26 3.50 4.37 5.51 


NOTE 10

Contingent liabilities and commitments. In the ordinary course of business, the Company guarantees the third-party indebtedness of certain of its consolidated subsidiaries. As of June 30, 2021,2022, the maximum potential future payments on the guarantees are not more than the related notes payable recorded in the condensed 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 guaranteesguarantees are not more than the Company’s future lease obligations, as presented on the condensed consolidated balance sheets, plus lease operating expenses. As of June 30, 2021,2022, the Company also had unused letters of credit aggregating $4.9 million relatedrelated to workers’ compensation and other insurance. The Company does not expect to make any payments on these guarantees.


14


NOTE 11

Regulatory and legal developments. The Company is subject to claims and lawsuits arising in the ordinary course of its business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiffs seek exemplary or treble damages in excess of policy limits. The Company does not expect that any of these ordinary course proceedings will have a material adverse effect on its consolidated financial condition or results of operations. The Company believes that it has adequate reserves for the various litigation matters and contingencies referred to in this paragraph and that the likely resolution of these matters will not materially affect its consolidated financial condition or results of operations.
14



The Company is subject to non-ordinary course of business claims or lawsuits from time to time. To the extent the Company is currently the subject of these types of lawsuits, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Additionally, the Company occasionally receives various inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. To the extent the Company is in receipt of such inquiries, it believes that, where appropriate, it has adequately reserved for these matters and does not anticipate that the outcome of these inquiries will materially affect its consolidated financial condition or results of operations.

The Company is subject to various other administrative actions and inquiries into its business conduct in certain of the states in which it operates. While the Company cannot predict the outcome of the various regulatory and administrative matters, it believes that it has adequately reserved for these matters and does not anticipate that the outcome of any of these matters will materially affect its consolidated financial condition or results of operations.

NOTE 12

Segment information. ThePrior to 2022, the Company reportsreported 2 operating segments: the title insurance and related services (title) segment, and the ancillary services and corporate segment. Effective in the first quarter 2022, the Company began reporting 3 operating segments: the title segment, the real estate solutions segment, and the corporate and other segment. The new segment presentation is primarily due to the increased size of the real estate solutions operations (formerly, ancillary services operations) resulting from strategic acquisitions. Previously, the real estate solutions operations were combined in one segment with the Company's corporate operations, which consist of expenses of the parent holding company and other centralized administrative services departments.
.
Under the revised segment presentation, the composition of each of the title and real estate solutions segments is substantially unchanged, while the corporate and other segment primarily includes corporate operations. The title segment provides services needed to transfer title to property in a real estate transaction and includes services such as searching, abstracting, examining, closing and insuring the condition of the title to the property. In addition, the title segment includes home and personal insurance services, Internal Revenue Code Section 1031 tax-deferred exchanges, and digital customer engagement platform services. The ancillary services and corporatereal estate solutions segment includesprimarily include appraisal management services, search and valuation services, and online notarization and closing solutions, which areservices, credit and real estate information services, and search and valuation services. Amounts for 2021 were recast in the principal offerings of ancillary services, expenses offollowing table to conform with the parent holding company, and certain other enterprise-wide overhead costs (net of centralized administrative services costs allocated to respective operating businesses).new segment presentation.
15


Selected statement of income information related to these segments is as follows:
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
2021202020212020 2022202120222021
($000 omitted) ($000 omitted)
Title segment:Title segment:Title segment:
RevenuesRevenues753,119 504,436 1,385,704 938,875 Revenues759,035 753,119 1,488,393 1,385,704 
Depreciation and amortizationDepreciation and amortization4,709 3,733 9,022 7,554 Depreciation and amortization7,489 4,709 13,631 9,023 
Income before taxes and noncontrolling interestIncome before taxes and noncontrolling interest125,671 54,795 202,761 69,629 Income before taxes and noncontrolling interest93,595 125,671 176,375 202,760 
Ancillary services and corporate segment:
Real estate solutions segment:Real estate solutions segment:
RevenuesRevenues65,690 11,669 121,691 17,130 Revenues82,864 58,193 172,255 114,124 
Depreciation and amortizationDepreciation and amortization2,110 328 4,227 738 Depreciation and amortization6,381 1,884 13,177 3,778 
Income (loss) before taxes3,785 (5,775)697 (11,340)
Income before taxesIncome before taxes6,095 2,212 12,886 4,869 
Corporate and other segment:Corporate and other segment:
RevenuesRevenues2,174 7,497 36,340 7,567 
Depreciation and amortizationDepreciation and amortization418 226 1,229 448 
(Loss) income before taxes(Loss) income before taxes(12,911)1,573 (22,870)(4,171)
Consolidated Stewart:Consolidated Stewart:Consolidated Stewart:
RevenuesRevenues818,809 516,105 1,507,395 956,005 Revenues844,073 818,809 1,696,988 1,507,395 
Depreciation and amortizationDepreciation and amortization6,819 4,061 13,249 8,292 Depreciation and amortization14,288 6,819 28,037 13,249 
Income before taxes and noncontrolling interestIncome before taxes and noncontrolling interest129,456 49,020 203,458 58,289 Income before taxes and noncontrolling interest86,779 129,456 166,391 203,458 

The Company does not provide asset information by reportable operating segment as it does not routinely evaluate the asset position by segment.

15


RevenuesTotal revenues generated in the United States and all international operations are as follows:
 Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
 2021202020212020
 ($000 omitted)
United States762,344 489,945 1,414,926 904,072 
International56,465 26,160 92,469 51,933 
818,809 516,105 1,507,395 956,005 


NOTE 13
Other comprehensive income (loss). Changes in the balances of each component of other comprehensive income (loss) and the related tax effects are as follows:
Three Months Ended 
 June 30, 2021
Three Months Ended 
 June 30, 2020
Before-Tax AmountTax Expense (Benefit)Net-of-Tax AmountBefore-Tax AmountTax Expense (Benefit)Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments1,277 268 1,009 21,159 4,444 16,715 
Reclassification adjustment for realized gains and losses on investments(529)(111)(418)(27)(6)(21)
748 157 591 21,132 4,438 16,694 
Foreign currency translation adjustments1,760 381 1,379 5,174 980 4,194 
Other comprehensive income2,508 538 1,970 26,306 5,418 20,888 

Six Months Ended June 30, 2021Six Months Ended June 30, 2020
Before-Tax AmountTax Expense (Benefit)Net-of-Tax AmountBefore-Tax AmountTax Expense (Benefit)Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments(10,312)(2,165)(8,147)17,892 3,757 14,135 
Reclassification adjustment for realized gains and losses on investments(713)(150)(563)(128)(27)(101)
(11,025)(2,315)(8,710)17,764 3,730 14,034 
Foreign currency translation adjustments4,111 865 3,246 (8,485)(1,237)(7,248)
Other comprehensive income (loss)(6,914)(1,450)(5,464)9,279 2,493 6,786 
 Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
 2022202120222021
 ($000 omitted)
United States791,447 762,344 1,600,651 1,414,926 
International52,626 56,465 96,337 92,469 
844,073 818,809 1,696,988 1,507,395 


16


NOTE 13
Other comprehensive (loss) income. Changes in the balances of each component of other comprehensive (loss) income and the related tax effects are as follows:
Three Months Ended 
 June 30, 2022
Three Months Ended 
 June 30, 2021
Before-Tax AmountTax Expense (Benefit)Net-of-Tax AmountBefore-Tax AmountTax Expense (Benefit)Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments(16,068)(3,374)(12,694)1,277 268 1,009 
Reclassification adjustments for realized gains and losses on investments(148)(31)(117)(529)(111)(418)
(16,216)(3,405)(12,811)748 157 591 
Foreign currency translation adjustments(9,329)(1,148)(8,181)1,760 381 1,379 
Other comprehensive (loss) income(25,545)(4,553)(20,992)2,508 538 1,970 

Six Months Ended June 30, 2022Six Months Ended June 30, 2021
Before-Tax AmountTax Expense (Benefit)Net-of-Tax AmountBefore-Tax AmountTax Expense (Benefit)Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments(41,256)(8,664)(32,592)(10,312)(2,165)(8,147)
Reclassification adjustment for realized gains and losses on investments(382)(80)(302)(713)(150)(563)
(41,638)(8,744)(32,894)(11,025)(2,315)(8,710)
Foreign currency translation adjustments(8,353)(792)(7,561)4,111 865 3,246 
Other comprehensive loss(49,991)(9,536)(40,455)(6,914)(1,450)(5,464)


17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S OVERVIEW

Second quarter 20212022 overview. We reported net income attributable to Stewart of $61.7 million ($2.26 per diluted share) for the second quarter 2022, compared to net income attributable to Stewart of $94.8 million ($3.50 per diluted share) for the second quarter 2021, compared to net2021. Pretax income attributable to Stewart of $34.1 million ($1.44 per diluted share)before noncontrolling interests for the second quarter 2020. Excluding net realized and unrealized gains and losses and severance expenses described below, Stewart’s second quarter 2021 net income of $86.0 million ($3.17 per diluted share) increased $53.5 million, or 165%, from $32.5 million ($1.37 per diluted share) in the second quarter 2020. Second quarter 2021 pretax income before noncontrolling interests2022 was $129.5$86.8 million compared to pretax income before noncontrolling interests of $49.0$129.5 million for the prior year quarter. The second quarter 2020.

Second2022 results included $11.9 million of pretax net realized and unrealized losses, primarily related to net unrealized losses on fair value changes of equity securities investments and losses on disposition of businesses, while the second quarter 2021 results included $11.7 million of pretax net realized and unrealized gains, which included $7.3 million ofprimarily related to realized gains from sales of buildings in the ancillary services and corporate segment and $3.7 million of net unrealized gains on fair value changes of equity securities investments recorded in the title segment. Second quarter 2020 results included $5.1 million of pretax net realized and unrealized gains, which included $4.4 million of net unrealized gains on fair value changes of equity securities investments recorded in the title segment, and $2.8 million of severance expenses related to cost savings initiatives recorded within employee costs in the title segment.investments.

Summary results of the title segment are as follows ($ in millions, except pretax margin):
For the Three Months
Ended June 30,
For the Three Months
Ended June 30
20212020% Change 20222021% Change
Operating revenuesOperating revenues743.8 495.6 50 %Operating revenues761.1 743.8 %
Investment incomeInvestment income5.1 4.3 20 %Investment income6.7 5.1 31 %
Net realized and unrealized gains4.2 4.6 (9)%
Net realized and unrealized (losses) gainsNet realized and unrealized (losses) gains(8.8)4.2 (311)%
Pretax incomePretax income125.7 54.8 129 %Pretax income93.6 125.7 (26)%
Pretax marginPretax margin16.7 %10.9 %Pretax margin12.3 %16.7 %

Pretax income for theThe title segment increased by $70.9 million, while pretax margin improved 580 basis points to 16.7%segment’s operating revenues in the second quarter 20212022 increased by $17.2 million, or 2%, compared to the prior year quarter. Title operatingsecond quarter 2021, primarily due to increased agency operations revenues increased $248.2of $19.6 million, asor 5%, partially offset by $2.4 million, or 1%, lower revenues from direct title and gross independent agency revenues grew $135.3 million, or 62%, and $112.9 million, or 41%, respectively. In line with the increased title revenues, overalloperations. Overall segment operating expenses in the second quarter 20212022 increased $177.8$38.0 million, or 40%6%, which included 41% and 37%compared to the prior year quarter, primarily driven by 6% higher agency retention expenses on higher agency revenues, and 9% higher combined title employee costs and other operating expenses, respectively, comparedprimarily due to the second quarter 2020.recent acquisitions. Average independent agency remittance rate in the second quarter 20212022 was 17.5%17.1%, similarcompared to 17.5% in the prior yearsecond quarter while2021. As a percentage of operating revenues, combined title employee costs and other operating expenses as a percentage of title revenues, improvedwas 38.3% in the second quarter 2022 compared to 35.9% in the second quarter 2021 compared to 39.5% in the second quarter 2020.2021.

Title loss expense increased $12.0in the second quarter 2022 decreased 21% to $26.4 million or 56%, primarily as a result of higher title revenuesfrom $33.6 million in the second quarter 2021, comparedprimarily due to the prior year quarter.favorable claims experience. As a percentage of title revenues, the title loss expense in the second quarter 20212022 was 4.5%3.5% compared to 4.3% from4.5% in the prior year quarter. For the full year 2022, we anticipate our title losses will be approximately 4% of title revenues.

The segment’s investment income increased $0.8 million, primarily due to higher dividend income on cost-basis investments, which was partially offset by reduced interest income resulting from lower interest rates applicable to our short-term and securities investments during the second quarter 2021 compared to last year’s quarter. Netnet realized and unrealized gains forin the second quarters 2021 and 2020 werequarter 2022 primarily driven byincluded $9.9 million of net unrealized losses on fair value changes of equity securities investments, partially offset by a $1.0 million gain related to an acquisition contingent liability adjustment, while net realized and unrealized gains in the second quarter 2021 were primarily related to net unrealized gains on fair value changes of equity securities investments. Investment income in the second quarter 2022 increased compared to the second quarter 2021, primarily as mentioned above.a result of increased dividend income from investments in the second quarter 2022.




1718


Summary results of the ancillary services and corporatereal estate solutions segment are as follows ($ in millions):
For the Three Months
Ended June 30,
 20212020% Change
Operating revenues58.2 11.2 422 %
Net realized gains7.5 0.5 1,359 %
Pretax income (loss)3.8 (5.8)166 %
For the Three Months
Ended June 30
 20222021% Change
Operating revenues82.9 58.2 42 %
Pretax income6.1 2.2 176 %
Pretax margin7.4 %3.8 %

The segment’sPretax income for the segment improved in the second quarter 2022, compared to the prior year quarter, as a result of $24.7 million, or 42%, higher operating revenues resulting from acquisitions. Total operating expenses increased $47.0$20.8 million, or 37%, consistent with increased revenues and higher purchased intangible asset amortization expenses in the second quarter 2022 compared to the prior year quarter. Total intangible asset amortization expenses in the second quarters 2022 and 2021 were $6.1 million and $1.6 million, respectively.

Summary results of the corporate and other segment are as follows ($ in millions):
For the Three Months
Ended June 30
 20222021% Change
Operating revenues5.3 — 100 %
Realized (loss) gains(3.2)7.5 (142)%
Pretax (loss) income(12.9)1.6 (921)%

Net expenses attributable to corporate operations in the second quarter 2022 were $10.2 million, compared to $5.9 million in the second quarter 2021, compared towith the prior yearincrease primarily driven by higher interest expense resulting from debt issued in the fourth quarter primarily due to revenues generated by recent acquisitions, which were partially offset by lower revenues from our legacy valuation services business due to lower home equity volume. The ancillary services operations generated pretax income of $2.2 million (which included $1.6 million of purchased intangibles amortization) in2021. Realized losses for the second quarter 2021, compared2022 were primarily related to a pretax lossthe sale of $0.8 million in the second quarter 2020. Netreal estate brokerage company, while realized gains duringin the second quarter 2021 were primarily driven by $7.3 millionrelated to a sale of realized gains resulting from sales of buildings within corporate operations. Net expenses attributable to parent company and corporate operations for the second quarters 2021 and 2020 were approximately $5.9 million and $5.5 million, respectively.

We continue to implement our strategy of improving operational performance through targeted growth, focused management, and broader technology and services offerings. We aim to gain scale in attractive direct markets and improve service and digital capabilities to provide a seamless customer experience. During the second quarter 2021, we acquired Cloudvirga, a provider of a digital customer engagement platform, and title companies Thomas Title & Escrow and Prima Title, LLC with combined operations in the states of Arizona, New Mexico and Texas. We expect these acquisitions to further leverage our position in the evolving real estate closing experience and improve scale and synergies within our title business. We believe our solid operating results and liquidity position will allow us to continue investing and growing to maximize our operational potential.

COVID-19 pandemic. We continue to operate under our business continuity plan that we deployed in March 2020 when the pandemic started. Our employees have not fully transitioned back to the workplace and we are still implementing appropriate measures to protect the safety of all our employees and customers in carrying out our business operations (considered as essential business in the U.S.) using digital tools and innovative solutions, when possible. As various states have opened up and relaxed or removed restrictions on businesses and social gatherings, we are formulating a plan of safe return to workplace to be announced at a later time. We are taking into account insights gathered from our associates, recommendations from managers, guidance from health and governmental bodies, and developments relating to the COVID-19 pandemic.buildings.


CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures surrounding contingencies and commitments.

Actual results can differ from our accounting estimates. While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods. During the six months ended June 30, 2021,2022, we made no material changes to our critical accounting estimates as previously disclosed in Management’s Discussion and Analysis in the 20202021 Form 10-K.

Operations. Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial and other real properties located in all 50 states, the District of Columbia and international markets through policy-issuing offices, agencies and centralized title services centers. Our ancillaryreal estate solutions operations include appraisal management services, online notarization and closing services, credit and real estate information services, and search and valuation services. The corporate and other segment includes our parent holding company expenses and certain enterprise-wide overhead costs, along with our ancillary services operations, which are principally appraisal management services, online notarization and closing services, and search and valuation services.other businesses not related to title or real estate solutions operations.

18


Factors affecting revenues. The principal factors that contribute to changes in our operating revenues for our title and ancillary services and corporate segments include:
mortgage interest rates;
availability of mortgage loans;
number and average value of mortgage loan originations;
ability of potential purchasers to qualify for loans;
19


inventory of existing homes available for sale;
ratio of purchase transactions compared with refinance transactions;
ratio of closed orders to open orders;
home prices;
consumer confidence, including employment trends;
demand by buyers;
premium rates;
foreign currency exchange rates;
market share;
ability to attract and retain highly productive sales associates;
departure of revenue-attached employees;
independent agency remittance rates;
opening of new offices and acquisitions;
office closures;
number and value of commercial transactions, which typically yield higher premiums;
government or regulatory initiatives, including tax incentives and the implementation of the new integrated disclosure requirements;
acquisitions or divestitures of businesses;
volume of distressed property transactions;
seasonality and/or weather; and
outbreaks of diseases and related quarantine orders and restrictions on travel, trade and business operations.

Premiums are determined in part by the values of the transactions we handle. To the extent inflation or market conditions cause increases in the prices of homes and other real estate, premium revenues are also increased. Conversely, falling home prices cause premium revenues to decline. As an overall guideline, a 5% change in median home prices results in an approximately 3.7% change in title premiums. Home price changes may override the seasonal nature of the title insurance business. Historically, our first quarter is the least active in terms of title insurance revenues as home buying is generally depressed during winter months. Our second and third quarters are the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of year. On average, refinance title premium rates are 60% of the premium rates for a similarly priced sale transaction.


RESULTS OF OPERATIONS

Comparisons of our results of operations for the three and six months ended June 30, 20212022 with the corresponding periods in the prior year are set forth below. Factors contributing to fluctuations in the results of operations are presented in the order of their monetary significance, and we have quantified, when necessary, significant changes. Segment results are included in the discussions and, when relevant, are discussed separately.

Our statements on home sales and loan activity are based on published U.S. industry data from sources including Fannie Mae, the Mortgage Bankers Association (MBA), the National Association of Realtors® (NAR) and the U.S. Census Bureau as of June 30, 2021.2022. We also use information from our direct operations.

19


Operating environment.environment. Existing home sales (seasonally-adjusted basis) in June 2021 improved 23% from June 20202022, on a seasonally-adjusted basis, declined for the fifth straight month, decreasing 5% and also increased 1% from14% compared to May 2021 after four consecutive month of declines, according2022 and a year ago, respectively. According to NAR. The increasedNAR, the decline in existing homes sales arewas primarily due to modestly improved supplythe continued fall in recent monthshousing affordability resulting from more housing startsthe sharp increase in mortgage rates and existing homeowners listing their homes. According to NAR's analysis, the current existing home sales continue to run at a pace above the rate seen before the COVID-19 pandemic. On non-seasonally-adjusted basis, existing home sales in the second quarter 2021 improved 32% from the same quarter last year, while June 2021 median and average home prices, increased approximately 23% and 16%, respectively,negatively affecting potential home buyers. The median home price in June 2022 was 13% higher compared to June 2020 prices, with June 2021 beinga year ago, which marked the 112th124th consecutive month of year-over-year median home price increase. In relationincreases. With regard to new residential construction, U.S. housing starts in June 2021 improved 29%2022 were 2% and 6% fromlower compared to May 2022 and June 2020 and May 2021, respectively, while newly issued building permits in June 2021 increased 23% from2022 were 1% higher than a year ago, but decreased 5% sequentially from1% lower compared to May 2021.2022.

20


According to Fannie Mae and MBA (averaged), one-to-fourtotal single family mortgage originations during the second quarter 2021 improved 11%2022 decreased 37% to approximately $1.1 trillion$687 billion compared to the second quarter 2020, as a result of a 35% increase2021, primarily driven by the expected decline in purchaserefinancing originations which was partially offset by 2% lower refinancing originations. Refinancing transactions, which significantly improved in 2020 as a result of lower mortgageresulting from higher interest rates due to elevated inflation rates and related federal monetary actions. The lower refinancing originations were partially offset by 3% higher purchase originations during the COVID-19 pandemic,second quarter 2022 compared to the prior year quarter. As of June 2022, the average 30-year fixed interest rate is expected to average 4.9% for 2022, which is 180 basis points higher than the 3.1% average interest rate observed during 2021. With the continuing interest rate and housing affordability concerns, third quarter 2022 total originations are expected to normalize to pre-pandemic levels as interest rates gradually increase and lenders focus on purchase transactions. This trend isbe 45% lower than last year's third quarter. On a seasonally-adjusted basis, third quarter 2022 existing home sales are expected to result in 34% and 48%be 13% lower, total mortgage originations in the third and fourth quarters of 2021, respectively, compared to same quarters in 2020.

Despite the current strong demand for housing, existing andwhile new home sales for the third quarter 2021 are expectedanticipated to decline 5% and 7%, respectively,be flat compared to the third quarter 2020, primarily due to low inventories and softening pace of new construction due to supply constraints. The strong housing demand with a lack of supply is primarily contributing to the rapid home price gains observed over the past year, which Fannie Mae forecasts to continue in the near term.2021.

Title revenues. Direct title revenue information is presented below:
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended June 30,Six Months Ended June 30,
20212020 Change% Change20212020 Change% Change 20222021 Change% Change20222021 Change% Change
($ in millions)($ in millions) ($ in millions)($ in millions)
Non-commercialNon-commercialNon-commercial
DomesticDomestic239.0 162.7 76.3 47 %453.2 295.6 157.6 53 %Domestic234.4 245.7 (11.3)(5)%454.8 459.9 (5.1)(1)%
InternationalInternational51.4 20.9 30.5 146 %80.2 40.0 40.2 101 %International41.2 45.9 (4.7)(10)%72.6 74.6 (2.0)(3)%
290.4 183.6 106.8 58 %533.4 335.6 197.8 59 %275.6 291.6 (16.0)(5)%527.4 534.5 (7.1)(1)%
Commercial:Commercial:Commercial:
DomesticDomestic60.5 30.7 29.8 97 %91.5 72.0 19.5 27 %Domestic67.1 53.8 13.3 25 %123.5 84.8 38.7 46 %
InternationalInternational2.6 3.9 (1.3)(33)%8.1 8.9 (0.8)(9)%International8.4 8.1 0.3 %18.1 13.7 4.4 32 %
63.1 34.6 28.5 82 %99.6 80.9 18.7 23 %75.5 61.9 13.6 22 %141.6 98.5 43.1 44 %
Total direct title revenuesTotal direct title revenues353.5 218.2 135.3 62 %633.0 416.5 216.5 52 %Total direct title revenues351.1 353.5 (2.4)(1)%669.0 633.0 36.0 %

Direct titleNon-commercial revenues increaseddecreased in the second quarter and first six months of 20212022, compared to the same periods in 2020, as a result of overall revenue improvements in both non-commercial and commercial operations. Non-commercial revenues improved,2021, primarily driven by increased transactions from both existing and recently-acquired title offices, with combined residentialdue to lower purchase and refinancing transactions influenced by the rising mortgage interest rates and home prices. Compared to the same periods in 2021, combined purchase and refinancing orders closed orders increasing 26%declined 30% and 44%28% in the second quarter and first six months of 2021,2022, respectively, comparedwhile average residential fee per file increased 35% to the same periods in 2020. Commercial revenues also increased$2,900 and 36% to $2,800 in the second quarter and first six months of 2022, respectively, primarily due to the higher mix of purchase transactions and higher average home prices.

Commercial revenues in the second quarter and first six months of 2022, improved compared to the same periods in 2021, primarily due to growth in commercial transaction size and volume. Domestic commercial fees per fileorders closed improved 4% and 15% in the second quarter and first six months of 2021 were approximately $12,6002022, respectively, while average domestic commercial fee per file increased 17% to $13,100 and $11,000, respectively, which were 28% and 3% higher, respectively, compared27% to the same periods in 2020. Residential fees per file$12,900 in the second quarter and first six months of 2021 were approximately $2,100 and $2,000, respectively, which were 15% and 6% higher,2022, respectively, compared to the same periods in 2020. 2021.

Total international revenues in the second quarter 2022 decreased by $4.4 million, or 8%, compared to the second quarter 2021 primarily as a result of lower transaction volume in our Canadian operations, while total international revenues improved by $2.4 million, or 3%, during the first six months of 2022 compared the same period last year, primarily due to higher transaction volume in our Canadian operations. Additionally, the weaker foreign currency exchange rates against the U.S. dollar during the second quarter and first six months of 2021 increased $29.2 million, or 118%, and $39.4 million, or 81%, respectively, primarily due to improved volumes in our Canadian operations and the stronger average Canadian dollar exchange rate against the U.S. dollar in the second quarter and first six months of 20212022, compared to the same periods last year.in 2021, negatively affected our total international revenues.
2021



Orders information for the three and six months ended June 30 is as follows:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
20212020Change% Change20212020Change% Change20222021Change% Change20222021Change% Change
Opened Orders:Opened Orders:Opened Orders:
CommercialCommercial5,594 3,425 2,169 63 %9,163 7,578 1,585 21 %Commercial5,530 5,605 (75)(1)%11,572 9,174 2,398 26 %
PurchasePurchase76,418 56,920 19,498 34 %147,207 110,556 36,651 33 %Purchase72,084 76,632 (4,548)(6)%140,582 147,421 (6,839)(5)%
RefinanceRefinance59,607 72,306 (12,699)(18)%141,357 136,495 4,862 %Refinance24,953 59,710 (34,757)(58)%65,527 141,460 (75,933)(54)%
OtherOther1,682 496 1,186 239 %3,492 1,226 2,266 185 %Other1,079 1,682 (603)(36)%2,721 3,492 (771)(22)%
TotalTotal143,301 133,147 10,154 %301,219 255,855 45,364 18 %Total103,646 143,629 (39,983)(28)%220,402 301,547 (81,145)(27)%
Closed Orders:Closed Orders:Closed Orders:
CommercialCommercial4,955 3,122 1,833 59 %8,332 6,750 1,582 23 %Commercial5,132 4,957 175 %9,563 8,334 1,229 15 %
PurchasePurchase58,599 37,407 21,192 57 %104,082 71,122 32,960 46 %Purchase55,354 58,710 (3,356)(6)%102,680 104,193 (1,513)(1)%
RefinanceRefinance52,539 51,133 1,406 %118,205 82,879 35,326 43 %Refinance22,677 52,628 (29,951)(57)%57,164 118,294 (61,130)(52)%
OtherOther1,096 317 779 246 %2,271 761 1,510 198 %Other1,719 1,178 541 46 %3,359 2,353 1,006 43 %
TotalTotal117,189 91,979 25,210 27 %232,890 161,512 71,378 44 %Total84,882 117,473 (32,591)(28)%172,766 233,174 (60,408)(26)%


Gross revenues from independent agency operations increased $112.9 million, or 41%, in the second quarter 2021 and increased $216.8 million, or 42%, in the first six months of 2021,2022 increased $19.6 million, or 5%, and $77.8 million, or 11%, respectively, compared to the same periods in 2020, which was consistent with the improved real estate2021, primarily influenced by increased market trends in 2021 and the continued return of agents to Stewart after the termination of the proposed merger in the third quarter 2019.activity. Agency revenues, net of retention, improved $19.6$1.8 million, or 40%3%, and $39.0$12.7 million, or 43%10%, in the second quarter and first six months of 2021, respectively,2022 compared to the same periods last year,in 2021, generally in line with increased gross agency revenues. Refer further to the "Retention by agencies" discussion under Expenses below.

Ancillary servicesReal estate solutions and other revenues. Ancillary services operatingReal estate solutions and other revenues are comprised of revenues generated by our real estate solutions operations and a real estate brokerage company (which was acquired in late 2021 and subsequently sold during the second quarter 2022). These revenues increased $47.0by $30.0 million, or 422%52%, and $97.5$97.3 million, or 587%85%, in the second quarter and first six months of 2021,2022, respectively, compared to the same periods in 2020. The revenue growth was2021, primarily due to additional revenues generatedfrom our real estate solutions operations which were driven by recent acquisitions of appraisal managementcredit and online notarization and closingreal estate information services companies, partially offset by lower revenues from our legacy valuation services business due to lower home equity volume.companies.

Investment income. The increase in investmentInvestment income recordedincreased by $1.6 million, or 31%, and $1.3 million, or 14%, in the second quarter 2021,and first six months of 2022, respectively, compared to the same periodperiods in 2020, was2021, primarily driven by higherdue to increased dividend income received on cost-basisfrom investments however, for the first six months of 2021, compared to the same period in 2020, such increase was offset by the lower interest rates applicable to our short-term and securities investments during 2021.2022.

Net realized and unrealized gains (losses).gains. Refer to Note 5 to the condensed consolidated financial statements.

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Expenses. An analysis of expenses is shown below:
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended June 30,Six Months Ended June 30,
20212020Change% Change20212020Change% Change 20222021Change*% Chg20222021Change*% Chg
($ in millions)($ in millions) ($ in millions)($ in millions)
Amounts retained by agenciesAmounts retained by agencies322.0 228.7 93.3 41 %606.0 428.1 177.9 42 %Amounts retained by agencies339.8 322.0 17.8 %671.0 606.0 65.1 11 %
As a % of agency revenuesAs a % of agency revenues82.5 %82.5 %82.3 %82.4 %As a % of agency revenues82.9 %82.5 %82.4 %82.3 %
Employee costsEmployee costs188.5 137.5 50.9 37 %357.9 273.2 84.7 31 %Employee costs210.2 188.5 21.8 12 %415.2 357.9 57.4 16 %
As a % of operating revenuesAs a % of operating revenues23.5 %27.1 %24.1 %28.7 %As a % of operating revenues24.8 %23.5 %24.5 %24.1 %
Other operating expensesOther operating expenses137.8 74.6 63.2 85 %263.3 146.5 116.8 80 %Other operating expenses162.0 137.8 24.2 18 %351.8 263.3 88.5 34 %
As a % of operating revenuesAs a % of operating revenues17.2 %14.7 %17.7 %15.4 %As a % of operating revenues19.1 %17.2 %20.8 %17.7 %
Title losses and related claimsTitle losses and related claims33.6 21.5 12.0 56 %62.3 40.2 22.2 55 %Title losses and related claims26.4 33.6 (7.2)(21 %)55.6 62.3 (6.7)(11 %)
As a % of title revenuesAs a % of title revenues4.5 %4.3 %4.6 %4.3 %As a % of title revenues3.5 %4.5 %3.8 %4.6 %
*Amounts change may not foot due to rounding.

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Retention by agencies. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. Amounts retained by independent agencies, as a percentage of revenues generated by them, averaged 82.5%82.9% and 82.3%82.4% in the second quarter and first six months of 2021,2022, respectively, as compared to 82.5% and 82.4%82.3% in the same periods in 2020.2021, primarily due to increased revenues generated by our agents from higher retention states. The average retention percentage may vary from period to period due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. Due to the variety of such laws or regulations, as well as competitive factors, the average retention rate can differ significantly from state to state. In addition, a high proportion of our independent agencies are in states with retention rates greater than 80%. We continue to focus on increasing profit margins in every state, increasing premium revenue in states where remittance rates are above 20%, and maintaining the quality of our agency network, which we believe to be the industry’s best, in order to mitigate claims risk and drive consistent future performance. While market share is important in our agency operations channel, it is not as important as margins, risk mitigation and profitability.

Employee costs. Consolidated employee costs in the second quarter and first six months of 2021 increased $50.9$21.8 million, or 37%12%, and $84.7$57.4 million, or 31%, respectively, compared to the same periods in 2020, primarily due to higher salaries expense driven by 21% and 17%, respectively, higher average employee count, increased incentive compensation on improved overall operating results, and additional employee costs related to higher order volumes. As a percentage of total operating revenues, consolidated employee costs improved to 23.5% and 24.1% in the second quarter and first six months of 2021, respectively, compared to 27.1% and 28.7% in the second quarter and first six months of 2020, respectively, primarily influenced by our continued focus on managing operating costs.

Employee costs in the title segment increased $45.9 million, or 35%, and $74.7 million, or 28%16%, in the second quarter and first six months of 2021,2022, respectively, compared to the same periods in 2020,2021, primarily due to increasedhigher salaries expense driven by higherand employee benefits resulting from increased average employee counts mostly from recent title office acquisitions, increased incentive compensation on improved title operating results,of 17% and additional employee costs related to higher order volumes.20%, respectively, which were influenced by acquisitions. Employee costs, in the ancillary servicesas a percentage of total operating revenues, were 24.8% and corporate segment increased $5.0 million, or 90%, and $10.0 million, or 94%,24.5% in the second quarter and first six months of 2021,2022, respectively, compared to 23.5% and 24.1% in the same periods in 2021.

During the second quarter and first six months of 2022, employee costs in the title segment increased $15.6 million, or 9%, and $41.1 million, or 12%, respectively, while employee costs in the real estate solutions segment increased $5.2 million, or 69%, and $11.7 million, or 81%, respectively, compared to the same periods in 2020,2021, primarily due to increased average employee counts driven by recent acquisitions in the ancillary services operations.title and real estate solutions segments. During the second quarter and first six months of 2022, average employee counts in the title segment increased 12% and 15%, respectively, while average employee counts in the real estate solutions segment increased 66% and 70%, respectively, compared to the same periods in 2021. Employee costs in the corporate and other segment in the second quarter and first six months of 2022 increased $0.9 million, or 32%, and $4.5 million, or 74%, respectively, due to the recently-sold real estate brokerage company.

As of June 30, 2022, we had approximately 7,300 employees, compared to approximately 6,400 employees as of June 30, 2021.

Other operating expenses. Other operating expenses include costs that are fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues (variable costs) and costs that fluctuate independently of revenues (independent costs). Costs that are fixed in nature include attorney and professional fees, third-party outsourcing provider fees, equipment rental, insurance, rent and other occupancy expenses, repairs and maintenance, technology costs, telecommunications and title plant expenses. Variable costs include appraiser and service expenses related to ancillary servicesreal estate solutions operations, outside search and valuation fees, attorney fee splits, bad debt expenses, copy supplies, delivery fees, postage, premium taxes and title plant maintenance expenses. Independent costs include general supplies, litigation defense, business promotion and marketing and travel.

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Consolidated other operating expenses in the second quarter and first six months of 2022 increased $63.2$24.2 million, or 85%18%, and $116.8$88.5 million, or 80%34%, compared to the same periods in 2021, primarily due to higher service expenses tied to increased revenues from real estate solutions operations, higher technology, marketing and travel costs, and increased rent and other occupancy expenses resulting from acquisitions. Total variable costs increased $11.3 million, or 13%, and $60.5 million, or 37%, in the second quarter and first six months of 2021,2022, respectively, comparedmainly due to the same periodshigher services expenses from our real estate solutions operations. Total costs that are fixed in 2020, primarily as a result of recently-acquired businesses in 2021. Total variable costsnature increased $50.0$8.8 million, or 133%22%, and $95.3$20.4 million, or 137%26%, in the second quarter and first six months of 2021,2022, respectively, mainlyprimarily due to higher appraisaltechnology costs, rent and serviceoccupancy expenses, by recently-acquired ancillary services businesses, and insurance costs. Independent costs increased outside search and premium taxes consistent with higher title operating revenues. Total costs that are fixed in nature increased $8.4$4.1 million, or 27%38%, and $14.6$7.6 million, or 23%37%, in the second quarter and first six months of 2021, respectively, primarily due to increased professional fees, rent and occupancy expenses and technology costs. Independent costs increased $5.6 million, or 111%, and $7.7 million, or 58%, in the second quarter and first six months of 2021,2022, respectively, primarily due to higher bank fees, litigation-related accruals, office closures expensesmarketing and charitable contributions. travel costs due to increased activity following the pandemic period.

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As a percentage of total operating revenues, consolidated other operating expenses in the second quarter and first six months of 20212022, increased to 19.1% and 20.8%, respectively, compared to 17.2% and 17.7%, respectively, compared to 14.7% and 15.4% in the same periods in 2020,2021, primarily due to appraisal and service expenses related tothe increased size of our recently-acquired ancillary services businesses.real estate solutions operations which typically have higher other operating expenses.

Title losses. Provisions for title losses, as a percentagepercentage of title operating revenues, were 3.5% and 3.8% for the second quarter and first six months of 2022, compared to 4.5% and 4.6% for the second quarter and first six months of 2021, respectively, compared to 4.3% for both the second quarter and first six months of 2020.2021. Title loss expense increased $12.0 million and $22.2 million in the second quarter and first six months of 2021,2022 was $26.4 million and $55.6 million, respectively, compared to $33.6 million and $62.3 million, respectively, in the same periods in 2020,2021, primarily as a result of increaseddue to favorable claims experience, partially offset by higher title revenues.revenues during 2022. The title loss ratio in any given quarter can be significantly influenced by changes in new large claims incurred, escrow losses and adjustments to reserves for existing large claims.

The composition of title policy loss expense is as follows:
Three Months Ended June,Six Months Ended June, Three Months Ended June 30,Six Months Ended June 30,
20212020Change% Change20212020Change% Change 20222021Change% Chg20222021Change% Chg
($ in millions)($ in millions) ($ in millions)($ in millions)
Provisions – known claims:Provisions – known claims:Provisions – known claims:
Current yearCurrent year4.3 3.4 0.9 26 %6.5 4.6 1.9 41 %Current year3.7 4.3 (0.6)(14)%8.4 6.5 1.9 29 %
Prior policy yearsPrior policy years14.4 15.6 (1.2)(8)%27.7 28.1 (0.4)(1)%Prior policy years16.7 14.4 2.3 16 %31.6 27.7 3.9 14 %
18.7 19.0 (0.3)(2)%34.2 32.7 1.5 %20.4 18.7 1.7 %40.0 34.2 5.8 17 %
Provisions – IBNRProvisions – IBNRProvisions – IBNR
Current yearCurrent year28.5 17.9 10.6 59 %54.6 35.2 19.4 55 %Current year23.2 28.5 (5.3)(19)%47.3 54.6 (7.3)(13)%
Prior policy yearsPrior policy years0.8 0.2 0.6 300 %1.2 0.4 0.8 200 %Prior policy years(0.5)0.8 (1.3)(163)%(0.1)1.2 (1.3)(108)%
29.3 18.1 11.2 62 %55.8 35.6 20.2 57 %22.7 29.3 (6.6)(23)%47.2 55.8 (8.6)(15)%
Transferred from IBNR to known claimsTransferred from IBNR to known claims(14.4)(15.6)1.2 (8)%(27.7)(28.1)0.4 (1)%Transferred from IBNR to known claims(16.7)(14.4)(2.3)16 %(31.6)(27.7)(3.9)14 %
Total provisionsTotal provisions33.6 21.5 12.0 56 %62.3 40.2 22.2 55 %Total provisions26.4 33.6 (7.2)(21)%55.6 62.3 (6.7)(11)%

Provisions for known claims arise primarily from prior policy years as claims are not typically reported until several years after policies are issued. Provisions - Incurred But Not Reported (IBNR) are estimates of claims expected to be incurred over the next 20 years; therefore, it is not unusual or unexpected to experience changes to those estimated provisions in both current and prior policy years as additional loss experience on policy years is obtained. This loss experience may result in changes to our estimate of total ultimate losses expected (i.e., the IBNR policy loss reserve). Current year provisions - IBNR are recorded on policies issued in the current year as a percentage of premiums earned (provisioning rate). As claims become known, provisions are reclassified from IBNR to known claims. Adjustments relating to large losses (those individually in excess of $1.0 million) may impact provisions either for known claims or for IBNR.

Current year IBNR provisions in the second quarter and first six months of 2021 increased $10.62022 decreased $5.3 million, or 59%19%, and $19.4$7.3 million, or 55%13%, respectively, compared to the same periods in 22021, 020, primarily due to increased title premiums in 2021.lower provisioning rates resulting from favorable claims experience. As a percentage of title operating revenues, provisionsprovisions - IBNR for the current policy year were 3.0% and 3.2% in the second quarter and first six months of 2022, respectively, compared to 3.8% and 4.0% in the second quarter and first six months of 2021, respectively, compared to 3.6% and 3.8%respectively. Cash claim payments in the second quarter and first six months of 2020, respectively.

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Cash claim payments increased $2.12022 decreased $1.1 million, or 12%6%, incompared to the second quarter 2021, comparedprimarily due to the prior year quarter, due to increasedlower payments on both large and non-large claims, mostly related to prior policy years. Cashwhile cash claim payments decreased $2.8 million, or 7%, in the first six months of 20212022 increased $2.6 million, or 7%, compared to the same period in 2020, due to2021, as a result of increased large claim payments, partially offset by lower payments on large and non-large claims related to prior policy years, partially offset by higher payments related to current year policies.claims. We continue to manage and resolve large claims prudently and in keeping with our commitments to our policyholders.policyholders.

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In addition to title policy claims, we incur losses in our direct operations from escrow, closing and disbursement functions. These escrow losses typically relate to errors or other miscalculations of amounts to be paid at closing, including timing or amount of a mortgage payoff, payment of property or other taxes and payment of homeowners’ association fees. Escrow losses also arise in cases of fraud, and in those cases, the title insurer incurs the loss under its obligation to ensure that an unencumbered title is conveyed. Escrow losses are recognized as expenses when discovered or when contingencies associated with them (such as litigation) are resolved and are typically paid less than 12 months after the loss is recognized.

Total title policy loss reserve balances are as follows:
June 30, 2021December 31,
2020
June 30, 2022December 31, 2021
($ in millions) ($ in millions)
Known claimsKnown claims67.0 68.9 Known claims77.3 75.9 
IBNRIBNR458.0 427.4 IBNR485.4 473.7 
Total estimated title lossesTotal estimated title losses525.0 496.3 Total estimated title losses562.7 549.6 

The actual timing of estimated title loss payments may vary since claims, by their nature, are complex and paid over long periods of time. Based on historical payment patterns, the outstanding loss reserves are substantially paid out within sixseven years. As a result, the estimate of the ultimate amount to be paid on any claim may be modified over that time period. Due to the inherent uncertainty in predicting future title policy losses, significant judgment is required by both our management and our third party actuaries in estimating reserves. As a consequence, our ultimate liability may be materially greater or less than current reserves and/or our third party actuary’s calculated estimates.

Depreciation and amortization. Depreciation and amortization expenses increased $2.8$7.5 million, or 68%110%, and $5.0$14.8 million, or 60%112%, in the second quarter and first six months of 2021,2022 compared to the same periods in 2020,2021, primarily due to incrementalrecent acquisitions, which generated higher purchased intangible asset amortization expenses of $6.5 million and fixed asset$12.6 million, respectively, and higher depreciation expenses related to recent acquisitions.expense resulting from increased capital expenditures.

Income taxes. Our effective tax rate,rates, based on income before taxes and after deducting income attributable to noncontrolling interests, was 24% for both the second quarterwere 24.4% and first six months of 2021 compared to 25% for both the same periods in 2020. The lower effective tax rate23.9% in the second quarter and first six months of 2021 was primarily due2022, compared to increased year over year annualized pretax income24.4% and 24.2% in the corresponding periods in 2021.


LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources reflect our ability to generate cash flow to meet our obligations to stockholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of June 30, 2021,2022, our total cash and investments, including amounts reserved pursuant to statutory requirements aggregated $1.13 billion ($595.2 million, net of statutory reserves on cash and investments).$1.1 billion. Of our total cash and investments at June 30, 2021, $766.32022, $709.6 million ($491.1429.9 million, net of statutory reserves) was held in the United States and the rest internationally principally(principally in Canada.Canada).

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Cash held at the parent company totaled $17.5 million at June 30, 2021. As a holding company, the parent company is funded principally by cash from its subsidiariessubsidiaries' earnings in the form of dividends, operating and other administrative expense reimbursements and pursuant to intercompany tax sharing agreements. The expense reimbursements are paid in accordance with management agreements, approved by the Texas Department of Insurance (TDI), among us and our subsidiaries. In addition to funding operating expenses, cashCash held at the parent company and its unregulated subsidiaries (which totaled $53.9 million at June 30, 2022) is usedavailable for funding the parent company's operating expenses, interest payments on debt and dividend payments to common stockholders and for stock repurchases, if any. To the extent such uses exceed cash available, thestockholders. The parent company is dependent onalso receives distributions from Stewart Title Guaranty Company (Guaranty), its regulated title insurance underwriter, Stewart Title Guaranty Company (Guaranty).to meet cash requirements for acquisitions and other strategic investments.

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A substantial majority of our consolidated cash and investments as of June 30, 20212022 was held by Guaranty and its subsidiaries. The use and investment of these funds, dividends to the parent company, and cash transfers between Guaranty and its subsidiaries and the parent company are subject to certain legal and regulatory restrictions. In general, Guaranty may useuses its cash and investments in excess of its legally-mandated statutory premium reserve (established in accordance with requirements under Texas law) to fund its insurance operations, including claimclaims payments. Guaranty may also, subject to certain limitations, provide funds to its subsidiaries (whose operations consist principally of field title offices and ancillary servicesreal estate solutions operations) for their operating and debt service needs.

We maintain investments in accordance with certain statutory requirements for the funding of statutory premium reserves. Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $517.8$538.1 million and $496.6$523.5 million at June 30, 20212022 and December 31, 2020,2021, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately $16.6$14.9 million and $20.0$41.4 million at June 30, 20212022 and December 31, 2020,2021, respectively. As of June 30, 2021,2022, our known claims reserve totaled $67.0$77.3 million and our estimate of claims that may be reported in the future, under generally accepted accounting principles, totaled $458.0$485.4 million. In addition to this, we had cash and investments (excluding equity method investments) of $397.6$402.3 million, which are available for underwriter operations, including claims payments, and acquisitions.

The ability of Guaranty to pay dividends to its parent is governed by Texas insurance law. The TDITexas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory maximum ofnet operating income or 20% of surplus (approximately $158.9$210.1 million as of December 31, 2020)2021) would be, by regulation, considered extraordinary and subject to pre-approval by the TDI. Also, the Texas Insurance Commissioner may raise an objection to a planned distribution during the notification period. Guaranty’s actual ability or intent to pay dividends to its parent may be constrained by business and regulatory considerations, such as the impact of dividends on surplus and liquidity, which could affect its ratings and competitive position, the amount of insurance it can write and its ability to pay future dividends. DuringGuaranty paid no dividends to its parent during the six months ended June 30, 2021 and in all of 2020, Guaranty paid dividends of2022, compared to $100.0 million and $30.0 million, respectively, to its parent.paid during the same period in 2021.

As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows.
Six Months Ended June 30, Six Months Ended June 30,
20212020 20222021
($ in millions) ($ in millions)
Net cash provided by operating activitiesNet cash provided by operating activities150.5 50.1 Net cash provided by operating activities118.2 150.5 
Net cash used by investing activitiesNet cash used by investing activities(173.7)(38.4)Net cash used by investing activities(111.1)(173.7)
Net cash used by financing activitiesNet cash used by financing activities(9.1)(29.6)Net cash used by financing activities(84.3)(9.1)

Operating activities. Our principal sources of cash from operations are premiums on title policies and revenue from title service-related transactions, ancillary servicesreal estate solutions and other operations. Our independent agencies remit cash to us net of their contractual retention. Our principal cash expenditures for operations are employee costs, operating costs and title claims payments.

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Net cash provided by operations in the first six months of 2021 improved to $150.52022 decreased $32.3 million compared to net cash provided by operations of $50.1 million in the same period last year,in 2021, primarily due to the higherlower net income and lowerhigher payments of claimspreviously-outstanding operating liabilities in the first six months of 2021.2022. Although our business is labor intensive, we are focused on a cost-effective, scalable business model which includes utilization of technology, centralized back and middle office functions and business process outsourcing. We are continuing our emphasis on cost management, especially in light of the current economic environment due to the COVID-19 pandemic,rising mortgage interest and inflation rates, specifically focusing on lowering unit costs of production and improving operating margins in our direct title and ancillary services businesses.real estate solutions operations. Our plans to improve margins include additional automation of manual processes, and further consolidation of our various systems and production operations. We continue to invest in the technology necessary to accomplish these goals.

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Investing activities. Net cash used by investing activities is primarily driven by proceeds from matured and sold investments, purchases of investments, capital expenditures and acquisition of businesses. During the first six months of 2021,2022, total proceeds from securities investments sold and matured were $65.8$52.3 million, compared to $48.6$65.8 million during the same period in 2020.first six months of 2021. Cash used for purchases of securities investments was $89.2 million during first six months of 2021, compared to $50.9$117.9 million during the first six months of 2020.2022 compared to $89.2 million during the same period in 2021.

We used $131.9 million and $33.4$23.3 million of net cash for two acquisitions ofin the title and ancillary services businessessegment during the first six months of 20212022, compared to net cash used of $131.9 million for several acquisitions in the title and 2020, respectively. We usedreal estate solutions segments and $16.1 million of cash infor acquiring an equity method investment in a title company and generated total proceeds of $10.6 million from sales of our buildings during the first six months ofsame period in 2021. We used $16.4$26.2 million and $6.8$16.4 million of cash for purchases of property and equipment during the first six months of 20212022 and 2020,2021, respectively. We maintain investment in capital expenditures at a level that enables us to implement technologies for increasing our operational and back-office efficiencies and to pursue growth in key markets.

Financing activities and capital resources. Total debt and stockholders’ equity were $127.7$444.9 million and $1,136.1 million,$1.36 billion, respectively, as of June 30, 2021.2022. During the first six months of 20212022 and 2020,2021, payments on notes payable of $157.2$42.9 million and $8.4$157.2 million, respectively, and notes payable additions of $156.8$5.7 million and $0.4$156.8 million, respectively, were related to short-term loan agreements in connection with our Section 1031 tax-deferred property exchange (Section 1031) business. During the first quarter 2021, we amended our line of credit agreement, resulting in an increase in the total line of credit commitment from our lenders from $200 million to $350 million.

At June 30, 2021, the outstanding balance of2022, our line of credit facility was $123.9 million, which included the $25.0 million we drew from the facility during the first six months of 2021,fully available, while the available balance of the line of credit was $223.6 million, net of an unused $2.5 million letter of credit. At June 30, 2021, our debt-to-equity ratio,and debt-to-capitalization ratios, excluding our Section 1031 notes, waswere approximately 11%.

33% and 25%, respectively. During the first six months of 2021,2022, we paid total dividends of $17.7$20.3 million ($0.660.75 per common share), compared to the total dividends paid in the first six monthssame period in 2021 of 2020 of $14.2$17.7 million ($0.600.66 per common share).

Effect of changes in foreign currency exchange rates. The effect of changes in foreign currency exchange rates on our cash and cash equivalents on the consolidated statements of cash flows was a net increase of $0.2 million during the first six months of 2021, compared to a net decrease of $1.9 million during the first six months of 2020. Our principal foreign operating unit is in Canada, and, on average, the value of the Canadian dollar relative to the U.S. dollar appreciated in 2021, while it depreciated in 2020.

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We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations, including in the current economic and real estate environment created by the COVID-19 pandemic.increasing mortgage interest and inflation rates. However, we may determine that additional debt or equity funding is warranted to provide liquidity for achievement of strategic goals or acquisitions or for unforeseen circumstances. Other than scheduled maturities of debt, operating lease payments and anticipated claims payments, we have no material contractual commitments. We expect that cash flows from operations and cash available from our underwriters, subject to regulatory restrictions, will be sufficient to fund our operations, including claims payments. However, to the extent that these funds are not sufficient, we may be required to borrow funds on terms less favorable than we currently have or seek funding from the equity market, which may not be successful or may be on terms that are dilutive to existing stockholders.

Contingent liabilities and commitments. See discussion of contingent liabilities and commitments in Note 10 to the condensed consolidated financial statements.

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Other comprehensive income (loss).loss. Unrealized gains and losses on available-for-sale debt securities investments and changes in foreign currency exchange rates are reported net of deferred taxes in accumulated other comprehensive income (loss), a component of stockholders’ equity, until they are realized. During the first six months of 2022, net unrealized investment losses of $32.9 million, net of taxes, which increased our other comprehensive loss, were primarily related to net decreases in the fair values of our corporate and foreign bond securities investments, primarily driven by the effect of higher interest rates and credit spreads. During the first six months of 2021, net unrealized investment losses of $8.7 million, net of taxes, which increased our other comprehensive loss, were primarily related to a net decrease in the fair values of our overall bond securities investment portfolio mainly driven by the effect of rising interest rates. During the first six months of 2020, net unrealized investment losses of $14.0 million, net of taxes, which increased our other comprehensive income, were primarily related to a net decrease in the fair values of our overall bond securities investment portfolio mainly driven by increased credit spreads.

Changes in foreign currency exchange rates, primarily related to our Canadian and United Kingdom operations, reducedincreased our other comprehensive loss, net of taxes, by $7.6 million in the first six months of 2022; while they decreased our other comprehensive loss, net of taxes, by $3.2 million in the first six months of 2021; while they reduced our other comprehensive income, net of taxes, by $7.2 million for the same period in 2020.2021.

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Off-balance sheet arrangements. We do not have any material source of liquidity or financing that involves off-balance sheet arrangements, other than our contractual obligations under operating leases. We also routinely hold funds in segregated escrow accounts pending the closing of real estate transactions and have qualified intermediaries 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. In accordance with industry practice, these segregated accounts are not included on the balance sheet. See Note 1615 in our 20202021 Form 10-K.

Forward-looking statements. Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “may,” "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" or other similar words. Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements. These risks and uncertainties include, among other things, the volatility of economic conditions, including the duration and ultimate impact of the COVID-19 pandemic;conditions; adverse changes in the level of real estate activity; changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; the impact of unanticipated title losses or the need to strengthen our policy loss reserves; any effect of title losses on our cash flows and financial condition; the ability to attract and retain highly productive sales associates; the impact of vetting our agency operations for quality and profitability; independent agency remittance rates; changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; the outcome of pending litigation; the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; our dependence on our operating subsidiaries as a source of cash flow; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; seasonality and weather; and our ability to respond to the actions of our competitors. These risks and uncertainties, as well as others, are discussed in more detail in our documents filed with the Securities and Exchange Commission, including in Part I, Item 1A "Risk Factors" in our 20202021 Form 10-K, and as maybe further updated and supplemented from time to time in our future Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed subsequently. All forward-looking statements included in this report are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify any forward-looking statements contained in this report to reflect events or circumstances that may arise after the date hereof, except as may be required by applicable law.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes during the quarter ended June 30, 20212022 in our investment strategies, types of financial instruments held or the risks associated with such instruments that would materially alter the market risk disclosures made in our 20202021 Form 10-K.


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Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer are responsible for establishing and maintaining disclosure controls and procedures. They evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2021,2022, and have concluded that, as of such date, our disclosure controls and procedures are adequate and effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting during the quarter ended June 30, 2021,2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings

See discussion of legal proceedings in Note 11 to the condensed consolidated financial statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part II, Item 1, as well as Item 3. Legal Proceedings, in our Annual Report on2021 Form 10-K for the year ended December 31, 2020.10-K.


Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in our Annual Report on2021 Form 10-K for the year ended December 31, 2020.10-K. There have been no material changes to our risk factors during the six months ended June 30, 2021 since our Annual Report on2021 Form 10-K for the year ended December 31, 2020.10-K.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases of our Common Stock during the six months ended June 30, 2021,2022, except for repurchases of approximately 38,50037,300 shares (aggregate purchase price of approximately $2.0$2.6 million) related to the statutory income tax withholding on the vesting of restricted unit grants to executives and senior management.management employees.


Item 5. Other Information

Book value per share. Our book value per share was $42.12$49.82 and $37.60$47.67 as of June 30, 20212022 and December 31, 2020,2021, respectively. As of June 30, 2022, our book value per share was based on approximately $1.35 billion of stockholders’ equity attributable to Stewart and 27,038,282 shares of Common Stock outstanding. As of December 31, 2021, our book value per share was based on approximately $1,130.0 million$1.28 billion of stockholders’ equity attributable to Stewart and 26,825,233 shares of Common Stock outstanding. As of December 31, 2020, our book value per share was based on approximately $1,005.1 million of stockholders’ equity attributable to Stewart and 26,728,24226,893,430 shares of Common Stock outstanding.


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Item 6. Exhibits
Exhibit  
3.1
3.2
31.1*
31.2*
32.1*
32.2*
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
† Management contract or compensatory plan


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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
August 3, 20219, 2022
Date
 Stewart Information Services Corporation
 Registrant
By: /s/ David C. Hisey
 David C. Hisey, Chief Financial Officer, Secretary and Treasurer
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