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 ~~September 30, 2021~~March 31, 2022

☐ 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,	Texas	77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 625-8100

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value per share	STC	New 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 filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

Accelerated filer

☐

Smaller 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 ~~October 27, 2021,~~April 29, 2022, there were ~~26,890,755~~27,017,045 outstanding shares of the issuer's Common Stock.

FORM 10-Q QUARTERLY REPORT

QUARTER ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS


Item	Item		Page	Item		Page
		PART I – FINANCIAL INFORMATION			PART I – FINANCIAL INFORMATION

1.	1.	Financial Statements	3	1.	Financial Statements	3

2.	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

3.	3.	Quantitative and Qualitative Disclosures About Market Risk	28	3.	Quantitative and Qualitative Disclosures About Market Risk	27

4.	4.	Controls and Procedures	29	4.	Controls and Procedures	27
		PART II – OTHER INFORMATION			PART II – OTHER INFORMATION
1.	1.	Legal Proceedings	30	1.	Legal Proceedings	28

1A.	1A.	Risk Factors	30	1A.	Risk Factors	28

2.	2.	Unregistered Sales of Equity Securities and Use of Proceeds	30	2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

5.	5.	Other Information	30	5.	Other Information	28

6.	6.	Exhibits	31	6.	Exhibits	29

		Signature	31		Signature	30

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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted, except per share)						($000 omitted, except per share)
Revenues	Revenues					Revenues
Title revenues:	Title revenues:					Title revenues:
Direct operations	Direct operations	366,091	280,114	999,098	696,611	Direct operations			317,834	279,504
Agency operations	Agency operations	401,762	282,605	1,138,023	802,022	Agency operations			404,145	345,932
Ancillary services		61,934	27,957	176,057	44,573
Real estate solutions and other						Real estate solutions and other			123,230	55,931
Operating revenues	Operating revenues	829,787	590,676	2,313,178	1,543,206	Operating revenues			845,209	681,367
Investment income	Investment income	4,053	5,027	13,127	14,530	Investment income			3,622	3,945
Net realized and unrealized gains (losses)		2,887	(7)	17,816	(6,035)
Net realized and unrealized gains						Net realized and unrealized gains			4,085	3,274
		836,727	595,696	2,344,121	1,551,701				852,916	688,586
Expenses	Expenses					Expenses
Amounts retained by agencies	Amounts retained by agencies	329,906	231,051	935,861	659,138	Amounts retained by agencies			331,191	283,935
Employee costs	Employee costs	197,587	155,638	555,451	428,817	Employee costs			204,982	169,397
Other operating expenses	Other operating expenses	152,587	98,531	415,864	245,003	Other operating expenses			189,751	125,482
Title losses and related claims	Title losses and related claims	30,345	28,427	92,687	68,600	Title losses and related claims			29,221	28,773
Depreciation and amortization	Depreciation and amortization	9,144	5,144	22,394	13,436	Depreciation and amortization			13,748	6,430
Interest	Interest	712	562	1,960	2,075	Interest			4,412	567
		720,281	519,353	2,024,217	1,417,069				773,305	614,584
Income before taxes and noncontrolling interests	Income before taxes and noncontrolling interests	116,446	76,343	319,904	134,632	Income before taxes and noncontrolling interests			79,611	74,002
Income tax expense	Income tax expense	(23,051)	(16,058)	(70,547)	(29,293)	Income tax expense			(17,699)	(16,880)
Net income	Net income	93,395	60,285	249,357	105,339	Net income			61,912	57,122
Less net income attributable to noncontrolling interests	Less net income attributable to noncontrolling interests	4,732	4,376	11,639	10,107	Less net income attributable to noncontrolling interests			4,015	2,886
Net income attributable to Stewart	Net income attributable to Stewart	88,663	55,909	237,718	95,232	Net income attributable to Stewart			57,897	54,236

Net income	Net income	93,395	60,285	249,357	105,339	Net income			61,912	57,122
Other comprehensive (loss) income, net of taxes:
Other comprehensive loss, net of taxes:						Other comprehensive loss, net of taxes:
Foreign currency translation adjustments	Foreign currency translation adjustments	(4,243)	3,844	(997)	(3,404)	Foreign currency translation adjustments			620	1,867
Change in net unrealized gains and losses on investments	Change in net unrealized gains and losses on investments	(2,183)	920	(10,330)	15,055	Change in net unrealized gains and losses on investments			(19,898)	(9,156)
Reclassification adjustment for realized gains and losses on investments		(355)	(175)	(918)	(276)
Other comprehensive (loss) income, net of taxes:		(6,781)	4,589	(12,245)	11,375
Reclassification adjustments for realized gains and losses on investments						Reclassification adjustments for realized gains and losses on investments			(185)	(145)
Other comprehensive loss, net of taxes:						Other comprehensive loss, net of taxes:			(19,463)	(7,434)
Comprehensive income	Comprehensive income	86,614	64,874	237,112	116,714	Comprehensive income			42,449	49,688
Less net income attributable to noncontrolling interests	Less net income attributable to noncontrolling interests	4,732	4,376	11,639	10,107	Less net income attributable to noncontrolling interests			4,015	2,886
Comprehensive income attributable to Stewart	Comprehensive income attributable to Stewart	81,882	60,498	225,473	106,607	Comprehensive income attributable to Stewart			38,434	46,802

Basic average shares outstanding (000)	Basic average shares outstanding (000)	26,873	25,148	26,803	24,151	Basic average shares outstanding (000)			26,960	26,736
Basic earnings per share attributable to Stewart	Basic earnings per share attributable to Stewart	3.30	2.22	8.87	3.94	Basic earnings per share attributable to Stewart			2.15	2.03
Diluted average shares outstanding (000)	Diluted average shares outstanding (000)	27,238	25,297	27,090	24,256	Diluted average shares outstanding (000)			27,444	26,984
Diluted earnings per share attributable to Stewart	Diluted earnings per share attributable to Stewart	3.26	2.21	8.78	3.93	Diluted earnings per share attributable to Stewart			2.11	2.01

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED BALANCE SHEETS


		September 30, 2021 (Unaudited)	December 31, 2020		March 31, 2022 (Unaudited)	December 31, 2021
		($000 omitted)			($000 omitted)
Assets	Assets			Assets
Cash and cash equivalents	Cash and cash equivalents	607,605	432,683	Cash and cash equivalents	396,649	485,919
Short-term investments	Short-term investments	17,198	20,678	Short-term investments	18,054	17,650
Investments in debt and equity securities, at fair value	Investments in debt and equity securities, at fair value	700,719	684,387	Investments in debt and equity securities, at fair value	692,415	679,214

Receivables:	Receivables:			Receivables:
Premiums from agencies	Premiums from agencies	47,324	34,507	Premiums from agencies	44,608	45,428
Trade and other	Trade and other	66,711	56,054	Trade and other	72,994	75,079
Income taxes	Income taxes	5,107	501	Income taxes	2,074	5,420
Notes	Notes	1,390	1,557	Notes	3,544	1,124
Allowance for uncollectible amounts	Allowance for uncollectible amounts	(6,222)	(4,807)	Allowance for uncollectible amounts	(7,435)	(7,711)
		114,310	87,812		115,785	119,340
Property and equipment:	Property and equipment:			Property and equipment:
Land	Land	2,964	2,964	Land	2,545	2,545
Buildings	Buildings	17,114	22,598	Buildings	19,277	19,303
Furniture and equipment	Furniture and equipment	191,231	168,147	Furniture and equipment	218,244	216,261
Accumulated depreciation	Accumulated depreciation	(151,311)	(142,038)	Accumulated depreciation	(167,688)	(165,653)
		59,998	51,671		72,378	72,456
Operating lease assets	Operating lease assets	117,354	106,479	Operating lease assets	141,033	134,578
Title plants, at cost	Title plants, at cost	73,127	72,863	Title plants, at cost	76,859	76,859
Investments on equity method basis	Investments on equity method basis	21,734	6,765	Investments on equity method basis	4,525	4,754
Goodwill	Goodwill	536,176	431,477	Goodwill	932,556	924,837
Intangible assets, net of amortization	Intangible assets, net of amortization	72,549	37,382	Intangible assets, net of amortization	230,245	229,804
Deferred tax assets	Deferred tax assets	4,566	4,330	Deferred tax assets	3,732	3,846
Other assets	Other assets	50,169	42,048	Other assets	76,756	64,105
		2,375,505	1,978,575		2,760,987	2,813,362
Liabilities	Liabilities			Liabilities
Notes payable	Notes payable	275,276	101,773	Notes payable	445,936	483,491
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	209,144	225,180	Accounts payable and accrued liabilities	233,135	287,326
Operating lease liabilities	Operating lease liabilities	129,064	119,089	Operating lease liabilities	154,974	149,417
Estimated title losses	Estimated title losses	534,551	496,275	Estimated title losses	560,718	549,614
Deferred tax liabilities	Deferred tax liabilities	10,770	23,852	Deferred tax liabilities	41,436	48,779
		1,158,805	966,169		1,436,199	1,518,627
Contingent liabilities and commitments	Contingent liabilities and commitments	0	0	Contingent liabilities and commitments	0	0
Stockholders’ equity	Stockholders’ equity			Stockholders’ equity
Common Stock ($1 par value) and additional paid-in capital	Common Stock ($1 par value) and additional paid-in capital	306,257	301,937	Common Stock ($1 par value) and additional paid-in capital	311,891	309,622
Retained earnings	Retained earnings	899,528	688,819	Retained earnings	1,022,456	974,800
Accumulated other comprehensive income (loss):	Accumulated other comprehensive income (loss):			Accumulated other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(9,235)	(8,238)	Foreign currency translation adjustments	(8,297)	(8,917)
Net unrealized gains on debt securities investments		14,012	25,260
Net unrealized (losses) gains on debt securities investments				Net unrealized (losses) gains on debt securities investments	(10,913)	9,170

Treasury stock – 352,161 common shares, at cost	Treasury 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 Stewart	Stockholders’ equity attributable to Stewart	1,207,896	1,005,112	Stockholders’ equity attributable to Stewart	1,312,471	1,282,009
Noncontrolling interests	Noncontrolling interests	8,804	7,294	Noncontrolling interests	12,317	12,726
Total stockholders’ equity (26,890,064 and 26,728,242 shares outstanding)		1,216,700	1,012,406
Total stockholders’ equity (27,015,078 and 26,893,430 shares outstanding)				Total stockholders’ equity (27,015,078 and 26,893,430 shares outstanding)	1,324,788	1,294,735
		2,375,505	1,978,575		2,760,987	2,813,362

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020		2022	2021
		($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 income	Net income	249,357	105,339	Net income	61,912	57,122
Add (deduct):	Add (deduct):			Add (deduct):
Depreciation and amortization	Depreciation and amortization	22,394	13,436	Depreciation and amortization	13,748	6,430
Provision for bad debt	Provision for bad debt	1,871	363	Provision for bad debt	14	708
Net realized and unrealized (gains) losses		(17,816)	6,035
Net realized and unrealized gains				Net realized and unrealized gains	(4,085)	(3,274)
Amortization of net premium on debt securities investments	Amortization of net premium on debt securities investments	2,794	3,280	Amortization of net premium on debt securities investments	690	938
Payments for title losses less than provisions	Payments for title losses less than provisions	39,761	9,615	Payments for title losses less than provisions	8,959	12,234
Adjustments for insurance recoveries of title losses	Adjustments for insurance recoveries of title losses	—	(73)	Adjustments for insurance recoveries of title losses	220	(205)
Increase in receivables – net		(20,771)	(4,290)
Decrease (increase) in receivables – net				Decrease (increase) in receivables – net	6,226	(3,513)
Increase in other assets – net	Increase in other assets – net	(3,725)	(1,702)	Increase in other assets – net	(5,046)	(7,869)
Decrease (increase) in accounts payable and other liabilities – net		(30,385)	1,301
Decrease in accounts payable and other liabilities – net				Decrease in accounts payable and other liabilities – net	(50,808)	(20,116)
Change in net deferred income taxes	Change in net deferred income taxes	7,024	3,576	Change in net deferred income taxes	265	2,007
Net income from equity method investments	Net income from equity method investments	(6,852)	(2,385)	Net income from equity method investments	(736)	(924)
Dividends received from equity method investments	Dividends received from equity method investments	5,496	2,499	Dividends received from equity method investments	1,167	764
Stock-based compensation expense	Stock-based compensation expense	8,494	4,234	Stock-based compensation expense	2,239	3,174
Other – net	Other – net	(325)	(367)	Other – net	110	(34)
Cash provided by operating activities	Cash provided by operating activities	257,317	140,861	Cash provided by operating activities	34,875	47,442
Investing activities:	Investing activities:			Investing activities:
Proceeds from sales of investments in securities	Proceeds from sales of investments in securities	19,726	25,772	Proceeds from sales of investments in securities	17,650	3,051
Proceeds from matured investments in debt securities	Proceeds from matured investments in debt securities	68,653	46,677	Proceeds from matured investments in debt securities	15,923	42,836
Purchases of investments in securities	Purchases of investments in securities	(111,107)	(75,487)	Purchases of investments in securities	(66,882)	(47,881)
Net sales of short-term investments		2,734	2,431
Net (purchases) sales of short-term investments				Net (purchases) sales of short-term investments	(60)	2,648
Purchases of property and equipment, and real estate	Purchases of property and equipment, and real estate	(26,213)	(10,492)	Purchases of property and equipment, and real estate	(12,291)	(5,721)
Proceeds from sale of buildings		10,552	—
Proceeds from sale of property and equipment and other assets				Proceeds from sale of property and equipment and other assets	829	—
Cash paid for acquisition of businesses	Cash paid for acquisition of businesses	(149,921)	(146,518)	Cash paid for acquisition of businesses	(17,904)	(52,575)
Cash paid for acquisition of equity method investment	Cash paid for acquisition of equity method investment	(16,080)	—	Cash paid for acquisition of equity method investment	(69)	(16,080)
Other – net	Other – net	988	1,524	Other – net	(2,412)	131
Cash used by investing activities	Cash used by investing activities	(200,668)	(156,093)	Cash used by investing activities	(65,216)	(73,591)
Financing activities:	Financing activities:			Financing activities:
Proceeds from notes payable	Proceeds from notes payable	331,755	2,361	Proceeds from notes payable	140	178,975
Payments on notes payable	Payments on notes payable	(158,031)	(11,737)	Payments on notes payable	(37,819)	(154,910)
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(11,683)	(9,572)	Distributions to noncontrolling interests	(4,568)	(3,844)

Issuance of new Common Stock		—	108,961

Repurchases of Common Stock	Repurchases of Common Stock	(2,145)	(826)	Repurchases of Common Stock	(2,462)	(1,935)
Proceeds from stock option and employee stock purchase plan exercises	Proceeds from stock option and employee stock purchase plan exercises	2,715	—	Proceeds from stock option and employee stock purchase plan exercises	2,492	61
Cash dividends paid	Cash dividends paid	(26,558)	(22,214)	Cash dividends paid	(10,119)	(8,840)
Payment of contingent consideration related to an acquisition		(9,489)	—
Payment of contingent consideration related to acquisitions				Payment of contingent consideration related to acquisitions	(6,262)	—
Purchase of remaining interest in consolidated subsidiaries	Purchase of remaining interest in consolidated subsidiaries	(5,616)	—	Purchase of remaining interest in consolidated subsidiaries	—	(2,570)
Other - net	Other - net	(777)	(311)	Other - net	36	(777)
Cash used by financing activities		120,171	66,662
Cash (used) provided by financing activities				Cash (used) provided by financing activities	(58,562)	6,160
Effects of changes in foreign currency exchange rates	Effects of changes in foreign currency exchange rates	(1,898)	(479)	Effects of changes in foreign currency exchange rates	(367)	69
Change in cash and cash equivalents	Change in cash and cash equivalents	174,922	50,951	Change in cash and cash equivalents	(89,270)	(19,920)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	432,683	330,609	Cash and cash equivalents at beginning of period	485,919	432,683
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	607,605	381,560	Cash and cash equivalents at end of period	396,649	412,763

See notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)


		Common Stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock	Noncontrolling interests	Total		Common Stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury stock	Noncontrolling interests	Total
		($000 omitted)								($000 omitted)
Nine Months Ended September 30, 2021
Balance at December 31, 2020		27,080	274,857	688,819	17,022	(2,666)	7,294	1,012,406
Three Months Ended March 31, 2022									Three Months Ended March 31, 2022
Balance at December 31, 2021									Balance at December 31, 2021	27,246	282,376	974,800	253	(2,666)	12,726	1,294,735

Net income attributable to Stewart	Net income attributable to Stewart	—	—	237,718	—	—	—	237,718	Net income attributable to Stewart	—	—	57,897	—	—	—	57,897
Dividends on Common Stock ($0.99 per share)		—	—	(27,009)	—	—	—	(27,009)
Dividends on Common Stock ($0.38 per share)									Dividends on Common Stock ($0.38 per share)	—	—	(10,241)	—	—	—	(10,241)

Stock-based compensation	Stock-based compensation	139	8,355	—	—	—	—	8,494	Stock-based compensation	108	2,131	—	—	—	—	2,239
Stock repurchases	Stock repurchases	(41)	(2,104)	—	—	—	—	(2,145)	Stock repurchases	(36)	(2,426)	—	—	—	—	(2,462)
Stock option and employee stock purchase plan exercises	Stock option and employee stock purchase plan exercises	64	2,651	—	—	—	—	2,715	Stock option and employee stock purchase plan exercises	49	2,443	—	—	—	—	2,492
Purchase of remaining interest in consolidated subsidiaries		—	(4,744)	—	—	—	(872)	(5,616)

Change in net unrealized gains and losses on investments, net of taxes	Change in net unrealized gains and losses on investments, net of taxes	—	—	—	(10,330)	—	—	(10,330)	Change in net unrealized gains and losses on investments, net of taxes	—	—	—	(19,898)	—	—	(19,898)
Reclassification adjustment for realized gains and losses on investments, net of taxes	Reclassification adjustment for realized gains and losses on investments, net of taxes	—	—	—	(918)	—	—	(918)	Reclassification adjustment for realized gains and losses on investments, net of taxes	—	—	—	(185)	—	—	(185)
Foreign currency translation adjustments, net of taxes	Foreign currency translation adjustments, net of taxes	—	—	—	(997)	—	—	(997)	Foreign currency translation adjustments, net of taxes	—	—	—	620	—	—	620
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—	—	—	—	—	11,639	11,639	Net income attributable to noncontrolling interests	—	—	—	—	—	4,015	4,015
Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—	—	—	—	(11,683)	(11,683)	Distributions to noncontrolling interests	—	—	—	—	—	(4,568)	(4,568)
Net effect of other changes in ownership	Net effect of other changes in ownership	—	—	—	—	—	2,426	2,426	Net effect of other changes in ownership	—	—	—	—	—	144	144
Balance at September 30, 2021		27,242	279,015	899,528	4,777	(2,666)	8,804	1,216,700
Balance at March 31, 2022									Balance at March 31, 2022	27,367	284,524	1,022,456	(19,210)	(2,666)	12,317	1,324,788

Nine Months Ended September 30, 2020
Balance at December 31, 2019		24,062	164,217	564,392	(2,699)	(2,666)	6,453	753,759
Three Months Ended March 31, 2021									Three Months Ended March 31, 2021
Balance at December 31, 2020									Balance at December 31, 2020	27,080	274,857	688,819	17,022	(2,666)	7,294	1,012,406

Net income attributable to Stewart	Net income attributable to Stewart	—	—	95,232	—	—	—	95,232	Net income attributable to Stewart	—	—	54,236	—	—	—	54,236
Dividends on Common Stock ($0.90 per share)		—	—	(22,401)	—	—	—	(22,401)
Issuance of Common Stock		3,026	105,935	—	—	—	—	108,961
Dividends on Common Stock ($0.33 per share)									Dividends on Common Stock ($0.33 per share)	—	—	(9,082)	—	—	—	(9,082)

Stock-based compensation	Stock-based compensation	4	4,230	—	—	—	—	4,234	Stock-based compensation	113	3,061	—	—	—	—	3,174
Stock repurchases	Stock repurchases	(20)	(806)	—	—	—	—	(826)	Stock repurchases	(37)	(1,898)	—	—	—	—	(1,935)

Stock option and employee stock purchase plan exercises									Stock option and employee stock purchase plan exercises	2	59	—	—	—	—	61
Purchase of remaining interest in consolidated subsidiary									Purchase of remaining interest in consolidated subsidiary	—	(2,259)	—	—	—	(311)	(2,570)
Change in net unrealized gains and losses on investments, net of taxes	Change in net unrealized gains and losses on investments, net of taxes	—	—	—	15,055	—	—	15,055	Change in net unrealized gains and losses on investments, net of taxes	—	—	—	(9,156)	—	—	(9,156)
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes	Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes	—	—	—	(276)	—	—	(276)	Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes	—	—	—	(145)	—	—	(145)
Foreign currency translation adjustments, net of taxes	Foreign currency translation adjustments, net of taxes	—	—	—	(3,404)	—	—	(3,404)	Foreign currency translation adjustments, net of taxes	—	—	—	1,867	—	—	1,867
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—	—	—	—	—	10,107	10,107	Net income attributable to noncontrolling interests	—	—	—	—	—	2,886	2,886
Distributions to noncontrolling interests	Distributions to noncontrolling interests	—	—	—	—	—	(9,572)	(9,572)	Distributions to noncontrolling interests	—	—	—	—	—	(3,844)	(3,844)

Balance at September 30, 2020		27,072	273,576	637,223	8,676	(2,666)	6,988	950,869
Balance at March 31, 2021									Balance at March 31, 2021	27,158	273,820	733,973	9,588	(2,666)	6,025	1,047,898

See notes to condensed consolidated financial statements.

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)~~

Common Stock Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Noncontrolling interests Total
($000 omitted)
Three Months Ended September 30, 2021
Balances at June 30, 2021 27,177 274,074 819,834 11,558 (2,666) 6,096 1,136,073
Net income attributable to Stewart — — 88,663 — — — 88,663
Dividends on Common Stock ($0.33 per share) — — (8,969) — — — (8,969)
Stock-based compensation 8 2,607 — — — — 2,615
Stock repurchases (2) (141) — — — — (143)
Stock option and employee stock purchase plan exercises 59 2,475 — — — — 2,534
Change in net unrealized gains and losses on investments, net of taxes — — — (2,183) — — (2,183)
Reclassification adjustment for realized gains and losses on investments, net of taxes — — — (355) — — (355)
Foreign currency translation adjustments, net of taxes — — — (4,243) — — (4,243)
Net income attributable to noncontrolling interests — — — — — 4,732 4,732
Distributions to noncontrolling interests — — — — — (4,430) (4,430)
Net effect of other changes in ownership — — — — — 2,406 2,406
Balance at September 30, 2021 27,242 279,015 899,528 4,777 (2,666) 8,804 1,216,700
Three Months Ended September 30, 2020
Balances at June 30, 2020 24,052 166,208 589,424 4,087 (2,666) 6,227 787,332
Net income attributable to Stewart — — 55,909 — — — 55,909
Dividends on Common Stock ($0.30 per share) — — (8,110) — — — (8,110)
Issuance of Common Stock 3,026 105,935 — — — — 108,961
Stock-based compensation 2 1,783 — — — — 1,785
Stock repurchases (8) (350) — — — — (358)
Change in net unrealized gains and losses on investments, net of taxes — — — 920 — — 920
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes — — — (175) — — (175)
Foreign currency translation adjustments, net of taxes — — — 3,844 — — 3,844
Net income attributable to noncontrolling interests — — — — — 4,376 4,376
Distributions to noncontrolling interests — — — — — (3,615) (3,615)
Balance at September 30, 2020 27,072 273,576 637,223 8,676 (2,666) 6,988 950,869

~~See notes to condensed consolidated financial statements.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

Interim financial statements. The financial information contained in this report for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and as of ~~September 30, 2021,~~March 31, 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, ~~2020~~2021 filed with the Securities and Exchange Commission on ~~March 1, 2021 (2020~~February 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 current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately ~~$524.5~~$530.0 million and ~~$496.6~~$523.5 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately ~~$24.0~~$20.3 million and ~~$20.0~~$41.4 million at ~~September 30, 2021~~March 31, 2022 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.

D. ~~New credit agreement.On October 28, 2021, t~~he Company entered into a new senior unsecured credit agreement with the creditors of its existing $350 million line of credit facility (maturing in March 2026). The new credit agreement provides the Company with a $200 million unsecured revolving credit facility (maturing in October 2026) and an unsecured $400 million delayed-draw term loan (364-day term), with an option to increase the revolving credit facility by up to $125 million. ~~On the same day~~, the Company drew $370 million from the term loan commitment and paid off the $273.9 million balance on the existing line of credit facility, which was subsequently extinguished. The new credit agreement is guaranteed by our wholly-owned subsidiaries.

NOTE 2

Revenues. The Company's operating revenues, summarized by type, are as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted)						($000 omitted)
Title insurance premiums:	Title insurance premiums:					Title insurance premiums:
Direct	Direct	248,738	190,794	687,369	478,822	Direct			205,562	194,993
Agency	Agency	401,762	282,605	1,138,023	802,022	Agency			404,145	345,932
Escrow fees	Escrow fees	63,455	53,384	183,638	127,903	Escrow fees			55,792	56,649
Appraisal management, abstract and other ancillary services		85,345	42,627	234,677	81,533
Real estate solutions and abstract fees						Real estate solutions and abstract fees			108,802	68,620
Other revenues	Other revenues	30,487	21,266	69,471	52,926	Other revenues			70,908	15,173
		829,787	590,676	2,313,178	1,543,206				845,209	681,367

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:


		September 30, 2021	December 31, 2020		March 31, 2022	December 31, 2021
		($000 omitted)			($000 omitted)
Investments in:	Investments in:			Investments in:
Debt securities	Debt securities	617,278	631,386	Debt securities	589,396	589,772
Equity securities	Equity securities	83,441	53,001	Equity securities	103,019	89,442
		700,719	684,387		692,415	679,214

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the net unrealized investment gains relating to investments in equity securities held were ~~$13.9~~$23.9 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:


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		Amortized costs	Fair values	Amortized costs	Fair values		Amortized costs	Fair values	Amortized costs	Fair values
		($000 omitted)					($000 omitted)
Municipal	Municipal	38,088	39,885	45,138	47,603	Municipal	32,934	33,182	34,739	36,323
Corporate	Corporate	280,090	292,119	285,962	305,450	Corporate	252,113	248,050	249,757	258,102
Foreign	Foreign	274,938	278,808	261,748	271,711	Foreign	311,239	301,284	287,240	288,883
U.S. Treasury Bonds	U.S. Treasury Bonds	6,426	6,466	6,564	6,622	U.S. Treasury Bonds	6,925	6,880	6,429	6,464

		599,542	617,278	599,412	631,386		603,211	589,396	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:


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		Gains	Losses	Gains	Losses		Gains	Losses	Gains	Losses
		($000 omitted)					($000 omitted)
Municipal	Municipal	1,798	1	2,465	—	Municipal	278	30	1,585	1
Corporate	Corporate	12,630	601	19,594	106	Corporate	1,778	5,841	9,389	1,044
Foreign	Foreign	4,784	914	10,024	61	Foreign	534	10,489	3,285	1,642
U.S. Treasury Bonds	U.S. Treasury Bonds	60	20	82	24	U.S. Treasury Bonds	21	66	60	25

		19,272	1,536	32,165	191		2,611	16,426	14,319	2,712

Debt securities as of ~~September 30, 2021~~March 31, 2022 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 less	In one year or less	64,866	65,678	In one year or less	89,611	90,044
After one year through five years	After one year through five years	363,235	371,531	After one year through five years	318,078	310,887
After five years through ten years	After five years through ten years	140,784	146,686	After five years through ten years	166,600	159,971
After ten years	After ten years	30,657	33,383	After ten years	28,922	28,494
		599,542	617,278		603,211	589,396

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 ~~September 30, 2021,~~March 31, 2022, were:


		Less than 12 months		More than 12 months		Total			Less than 12 months		More than 12 months		Total
		Losses	Fair values	Losses	Fair values	Losses	Fair values		Losses	Fair values	Losses	Fair values	Losses	Fair values
		($000 omitted)							($000 omitted)
Municipal	Municipal	1	130	—	—	1	130	Municipal	30	6,033	—	—	30	6,033
Corporate	Corporate	395	40,219	206	4,933	601	45,152	Corporate	4,614	114,478	1,227	11,631	5,841	126,109
Foreign	Foreign	888	83,259	26	246	914	83,505	Foreign	8,749	236,540	1,740	30,281	10,489	266,821
U.S. Treasury Bonds	U.S. Treasury Bonds	3	482	17	508	20	990	U.S. Treasury Bonds	42	1,203	24	612	66	1,815

		1,287	124,090	249	5,687	1,536	129,777		13,435	358,254	2,991	42,524	16,426	400,778

The number of specific debt investment holdings held in an unrealized loss position as of ~~September 30, 2021~~March 31, 2022 was ~~70.~~197. Of these securities, 719 were in unrealized loss positions for more than 12 months. Gross unrealized investment losses at March 31, 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.


		Less than 12 months		More than 12 months		Total			Less than 12 months		More than 12 months		Total
		Losses	Fair values	Losses	Fair values	Losses	Fair values		Losses	Fair values	Losses	Fair values	Losses	Fair values
		($000 omitted)							($000 omitted)
Municipal	Municipal	—	—	—	—	—	—	Municipal	1	130	—	—	1	130
Corporate	Corporate	106	13,518	—	—	106	13,518	Corporate	588	42,231	456	12,014	1,044	54,245
Foreign	Foreign	40	2,912	21	254	61	3,166	Foreign	1,502	118,943	140	3,394	1,642	122,337
U.S. Treasury Bonds	U.S. Treasury Bonds	—	—	24	1,022	24	1,022	U.S. Treasury Bonds	8	477	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.

As of ~~September 30,~~March 31, 2022, financial instruments measured at fair value on a recurring basis are summarized below:


	Level 1	Level 2	Fair value measurements
	($000 omitted)
Investments in securities:
Debt securities:
Municipal	—	33,182	33,182
Corporate	—	248,050	248,050
Foreign	—	301,284	301,284
U.S. Treasury Bonds	—	6,880	6,880
Equity securities	103,019	—	103,019
	103,019	589,396	692,415

As of December 31, 2021, financial instruments measured at fair value on a recurring basis are summarized below:

Level 1 Level 2
Fair value
measurements
($000 omitted)
Investments in securities:
Debt securities:
Municipal — 39,885 39,885
Corporate — 292,119 292,119
Foreign — 278,808 278,808
U.S. Treasury Bonds — 6,466 6,466
Equity securities 83,441 — 83,441
83,441 617,278 700,719


	Level 1	Level 2	Fair value measurements
	($000 omitted)
Investments in securities:
Debt securities:
Municipal	—	36,323	36,323
Corporate	—	258,102	258,102
Foreign	—	288,883	288,883
U.S. Treasury Bonds	—	6,464	6,464
Equity securities	89,442	—	89,442
	89,442	589,772	679,214

As of ~~December~~March 31, ~~2020, financial instruments measured at fair value on a recurring basis are summarized below:~~

Level 1 Level 2
Fair value
measurements
($000 omitted)
Investments in securities:
Debt securities:
Municipal — 47,603 47,603
Corporate — 305,450 305,450
Foreign — 271,711 271,711
U.S. Treasury Bonds — 6,622 6,622
Equity securities 53,001 — 53,001
53,001 631,386 684,387

~~As of September 30, 2021~~2022 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 September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted)						($000 omitted)
Realized gains	Realized gains	2,615	241	10,695	1,749	Realized gains			1,594	170
Realized losses	Realized losses	(47)	(209)	(2,516)	(1,556)	Realized losses			(168)	(2,469)
Net unrealized investment gains (losses) recognized on equity securities still held at end of period		319	(39)	9,637	(6,228)
Net unrealized investment gains recognized on equity securities still held at end of period						Net unrealized investment gains recognized on equity securities still held at end of period			2,659	5,573
		2,887	(7)	17,816	(6,035)				4,085	3,274

~~Realized~~

Net realized gains ~~and~~during the first quarter 2022 included a $1.0 million realized gain related to sale of a title plant copy. Net realized losses during the ~~third~~first quarter 2021 included a $2.5 million gain related to an acquisition contingent liability adjustment. Additionally, realized gains and losses for the first nine months of 2021 included $7.3 million of gains on sales of buildings and a $2.5 million loss related to a disposal of an equity method investment. Realized gains and losses for the first nine months of 2020 included $1.3 million of gains from settlements of equity investments with no previously readily determinable fair values (cost-basis investments) and $1.1 million of net realized losses from sale of investment securities.

Investment gains and losses recognized related to investments in equity securities are as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
($000 omitted)
Net investment gains (losses) recognized on equity securities during the period 345 (41) 9,706 (7,136)
Less: Net realized gains (losses) on equity securities sold during the period 26 (2) 69 (908)
Net unrealized investment gains (losses) recognized on equity securities still held at end of period 319 (39) 9,637 (6,228)


	Three Months Ended March 31,
			2022	2021
		($000 omitted)
Net investment gains recognized on equity securities during the period			2,785	5,582
Less: Net realized gains on equity securities sold during the period			126	9
Net unrealized investment gains recognized on equity securities still held at end of period			2,659	5,573

Proceeds from sales of investments in securities are as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted)						($000 omitted)
Proceeds from sales of debt securities	Proceeds from sales of debt securities	4,854	10,218	19,425	24,990	Proceeds from sales of debt securities			17,280	2,936
Proceeds from sales of equity securities	Proceeds from sales of equity securities	128	56	301	782	Proceeds from sales of equity securities			370	115
Total proceeds from sales of investments in securities	Total proceeds from sales of investments in securities	4,982	10,274	19,726	25,772	Total proceeds from sales of investments in securities			17,650	3,051

NOTE 6

~~Goodwill and other intangible assets.~~Goodwill. The summary of changes in goodwill is as follows.

Title Ancillary Services and Corporate Consolidated Total
($000 omitted)
Balances at December 31, 2020 361,433 70,044 431,477
Acquisitions 103,744 9,777 113,521
Purchase accounting adjustments (4,492) (4,307) (8,799)
Disposals (23) — (23)
Balances at September 30, 2021 460,662 75,514 536,176


	Title	Real Estate Solutions	Corporate and Other	Consolidated Total
	($000 omitted)
Balances at December 31, 2021	583,944	325,543	15,350	924,837
Acquisitions	19,947	—	—	19,947
Purchase accounting adjustments	(782)	(910)	(10,536)	(12,228)

Balances at March 31, 2022	603,109	324,633	4,814	932,556

During the ~~nine months ended September 30, 2021,~~first quarter 2022, goodwill recorded in the title segment was related to ~~acquisitions~~an acquisition 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, California, New Mexico, Ohio and Texas. Goodwill recorded in the ancillary services and corporate segment was related to an acquisition of an online notarization and closing solutions provider. The goodwill balances for the 2021 acquisitions were based on the Company's preliminarywhile purchase accounting ~~which is expected to be finalized within a year after the acquisitions closed.~~

~~During the nine months ended September 30, 2021, the Company recorded other intangible assets related to acquisitions of~~ ~~$27.2 million~~ ~~in the title segment,~~adjustments were primarily related to ~~technology, customer relationships~~measurements of intangible assets and ~~trade names, and~~ ~~$18.3 million~~ indeferred taxes within one year of the ~~ancillary services and corporate segment, primarily~~ related ~~to customer relationships and technology.~~

Effective October 1, 2021, the Company closed on its $192 million acquisition of a provider of credit, consumer and real estate data and technology services. The acquisition advances the Company on its goal of providing an end-to-end, customer-focused real estate services and technology platform.acquisitions.

1311

NOTE 7

Estimated title losses. A summary of estimated title losses for the ~~nine~~three months ended ~~September 30~~March 31 is as follows:

2021 2020
($000 omitted)
Balances at January 1 496,275 459,053
Provisions:
Current year 91,259 68,063
Previous policy years 1,428 537
Total provisions 92,687 68,600
Payments, net of recoveries:
Current year (12,181) (9,595)
Previous policy years (40,745) (49,390)
Total payments, net of recoveries (52,926) (58,985)
Effects of changes in foreign currency exchange rates (1,485) (1,856)
Balances at September 30 534,551 466,812
Loss ratios as a percentage of title operating revenues:
Current year provisions 4.3 % 4.5 %
Total provisions 4.3 % 4.6 %

Provisions in the first nine 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 nine months of 2021 and 2020 were primarily influenced by the depreciation of the Canadian dollar against the U.S. dollar during both periods.


	2022		2021
	($000 omitted)
Balances at January 1	549,614		496,275
Provisions:
Current year	28,882		28,407
Previous policy years	339		366
Total provisions	29,221		28,773
Payments, net of recoveries:
Current year	(3,192)		(3,606)
Previous policy years	(17,070)		(12,933)
Total payments, net of recoveries	(20,262)		(16,539)

Effects of changes in foreign currency exchange rates	2,145		1,032
Balances at September 30	560,718		509,541
Loss ratios as a percentage of title operating revenues:
Current year provisions	4.0	%	4.5	%
Total provisions	4.0	%	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 ~~nine months~~quarter 2022, the Company granted time-based and performance-based restricted stock units with an aggregate grant-date fair value $10.5 million (163,000 units with an average grant price per unit of $64.43). During the first quarter 2021, the aggregate grant-date fair values of restricted stock unit and stock option awards, respectively, were ~~$9.2~~$8.3 million ~~(170,000~~(155,000 units with an average grant price per unit of ~~$53.70)~~$53.24) and $1.3 million ~~(141,000~~(139,000 options with an average grant price per option of $9.24 and exercise strike price of $53.24). During the first nine months of 2020, the aggregate grant-date fair values of restricted stock unit and stock option awards, respectively, were $3.8 million (96,000 units with an average grant price per unit of $39.36) and $3.4 million (648,000 options with an average grant price per option of $5.32 and exercise strike price of $39.76).

1412

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 September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted, except per share)						($000 omitted, except per share)
Numerator:	Numerator:					Numerator:

Net income attributable to Stewart	Net income attributable to Stewart	88,663	55,909	237,718	95,232	Net income attributable to Stewart			57,897	54,236

Denominator (000):	Denominator (000):					Denominator (000):
Basic average shares outstanding	Basic average shares outstanding	26,873	25,148	26,803	24,151	Basic average shares outstanding			26,960	26,736
Average number of dilutive shares relating to options	Average number of dilutive shares relating to options	190	—	160	—	Average number of dilutive shares relating to options			265	103
Average number of dilutive shares relating to grants of restricted units and shares	Average number of dilutive shares relating to grants of restricted units and shares	175	149	127	105	Average number of dilutive shares relating to grants of restricted units and shares			219	145
Diluted average shares outstanding	Diluted average shares outstanding	27,238	25,297	27,090	24,256	Diluted average shares outstanding			27,444	26,984

Basic earnings per share attributable to Stewart	Basic earnings per share attributable to Stewart	3.30	2.22	8.87	3.94	Basic earnings per share attributable to Stewart			2.15	2.03

Diluted earnings per share attributable to Stewart	Diluted earnings per share attributable to Stewart	3.26	2.21	8.78	3.93	Diluted earnings per share attributable to Stewart			2.11	2.01

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 ~~September 30, 2021,~~March 31, 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 guarantees are not more than the Company’s future lease obligations, as presented on the condensed consolidated balance sheets, plus lease operating expenses. As of ~~September 30, 2021,~~March 31, 2022, the Company also had unused letters of credit aggregating $4.9 million related to workers’ compensation and other insurance. The Company does not expect to make any payments on these guarantees.

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.

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. ~~The~~Prior to 2022, the Company ~~reports~~reported 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 corporate~~real estate solutions segment ~~includes~~primarily include appraisal management services, ~~search and valuation services, and~~ online notarization and closing ~~solutions, which are~~services, credit and real estate information services, and search and valuation services. Also, 2021 amounts were recast in the ~~principal offerings of ancillary services, expenses of~~following 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.

Selected statement of income information related to these segments is as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted)						($000 omitted)
Title segment:	Title segment:					Title segment:
Revenues	Revenues	772,246	567,743	2,157,949	1,506,618	Revenues			729,359	632,585
Depreciation and amortization	Depreciation and amortization	4,556	3,748	13,579	11,302	Depreciation and amortization			6,141	4,314
Income before taxes and noncontrolling interest	Income before taxes and noncontrolling interest	119,147	82,376	321,910	152,003	Income before taxes and noncontrolling interest			82,783	77,089

Ancillary services and corporate segment:
Real estate solutions segment:						Real estate solutions segment:
Revenues	Revenues	64,481	27,953	186,172	45,083	Revenues			89,391	55,931
Depreciation and amortization	Depreciation and amortization	4,588	1,396	8,815	2,134	Depreciation and amortization			6,796	1,894
Income (loss) before taxes		(2,701)	(6,033)	(2,006)	(17,371)
Income before taxes						Income before taxes			6,791	2,657

Corporate and other segment:						Corporate and other segment:
Revenues						Revenues			34,166	70
Depreciation and amortization						Depreciation and amortization			811	222
Loss before taxes						Loss before taxes			(9,963)	(5,744)

Consolidated Stewart:	Consolidated Stewart:					Consolidated Stewart:
Revenues	Revenues	836,727	595,696	2,344,121	1,551,701	Revenues			852,916	688,586
Depreciation and amortization	Depreciation and amortization	9,144	5,144	22,394	13,436	Depreciation and amortization			13,748	6,430
Income before taxes and noncontrolling interest	Income before taxes and noncontrolling interest	116,446	76,343	319,904	134,632	Income before taxes and noncontrolling interest			79,611	74,002

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

Total revenues generated in the United States and all international operations are as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020	2021	2020				2022	2021
		($000 omitted)						($000 omitted)
United States	United States	781,792	559,057	2,196,717	1,463,129	United States			809,204	652,582
International	International	54,935	36,639	147,404	88,572	International			43,712	36,004
		836,727	595,696	2,344,121	1,551,701				852,916	688,586

NOTE 13

Other comprehensive ~~(loss) income.~~loss. Changes in the balances of each component of other comprehensive ~~(loss) income~~loss and the related tax effects are as follows:

Three Months Ended
September 30, 2021 Three Months Ended
September 30, 2020
Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments (2,764) (581) (2,183) 1,164 244 920
Reclassification adjustment for realized gains and losses on investments (449) (94) (355) (221) (46) (175)
(3,213) (675) (2,538) 943 198 745
Foreign currency translation adjustments (4,950) (707) (4,243) 4,384 540 3,844
Other comprehensive (loss) income (8,163) (1,382) (6,781) 5,327 738 4,589

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments (13,076) (2,746) (10,330) 19,056 4,001 15,055
Reclassification adjustment for realized gains and losses on investments (1,162) (244) (918) (349) (73) (276)
(14,238) (2,990) (11,248) 18,707 3,928 14,779
Foreign currency translation adjustments (839) 158 (997) (4,101) (697) (3,404)
Other comprehensive (loss) income (15,077) (2,832) (12,245) 14,606 3,231 11,375


	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
	Before-Tax Amount	Tax Expense (Benefit)	Net-of-Tax Amount	Before-Tax Amount	Tax Expense (Benefit)	Net-of-Tax Amount
	($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments	(25,188)	(5,290)	(19,898)	(11,589)	(2,433)	(9,156)
Reclassification adjustments for realized gains and losses on investments	(234)	(49)	(185)	(184)	(39)	(145)
	(25,422)	(5,339)	(20,083)	(11,773)	(2,472)	(9,301)

Foreign currency translation adjustments	976	356	620	2,351	484	1,867

Other comprehensive loss	(24,446)	(4,983)	(19,463)	(9,422)	(1,988)	(7,434)

1716

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

MANAGEMENT’S OVERVIEW

~~Third~~First quarter ~~2021~~2022 overview. We reported net income attributable to Stewart of ~~$88.7~~$57.9 million ($~~3.26~~2.11 per diluted share) for the ~~third~~first quarter ~~2021,~~2022, compared to net income attributable to Stewart of ~~$55.9~~$54.2 million ($~~2.21~~2.01 per diluted share) for the ~~third~~first quarter ~~2020,~~2021, while ~~third~~first quarter ~~2021~~2022 pretax income before noncontrolling interests was ~~$116.4~~$79.6 million compared to pretax income before noncontrolling interests of ~~$76.3~~$74.0 million for the ~~third~~first quarter ~~2020.~~2021. The ~~third~~first quarter 2022 and 2021 results included ~~$2.9~~$4.1 million and $3.3 million, respectively, of pretax net realized and unrealized gains, both of which ~~included a $2.5 million gain~~were primarily related to ~~an acquisition contingent liability adjustment recorded~~net unrealized gains on fair value changes of equity securities investments.

As disclosed in Note 12 to the condensed unaudited financial statements, we revised our segment presentation beginning with the first quarter 2022 using three reportable segments namely, title, real estate solutions, and corporate and other. This new segment presentation allows us to report distinct financial information relating to our real estate solutions operations (formerly, ancillary services operations). Under the revised segment presentation, the composition of each of the title and real estate solutions segments is substantially unchanged, while the corporate ~~segment. Excluding net realized~~ and ~~unrealized gains~~other segment includes primarily our corporate operations, which consist of expenses of the parent holding company and ~~losses, Stewart’s third quarter~~other centralized administrative services departments. Accordingly, we recast the segments results for 2021 ~~adjusted net income was $86.4 million ($3.17 per diluted share), an improvement of $30.5 million, or 55%, from the prior year quarter.~~to conform to our new presentation.

Summary results of the title segment are as follows ($ in millions, except pretax margin):


		For the Three Months Ended September 30						For the Three Months Ended March 31
		2021		2020		% Change				2022		2021		% Change

Operating revenues	Operating revenues	767.9		562.7		36	%		Operating revenues	722.0		625.4		15	%
Investment income	Investment income	4.1		5.0		(19)	%		Investment income	3.6		3.9		(9)	%
Net realized and unrealized gains	Net realized and unrealized gains	0.3		—		100	%		Net realized and unrealized gains	3.8		3.2		18	%
Pretax income	Pretax income	119.1		82.4		45	%		Pretax income	82.8		77.1		7	%
Pretax margin	Pretax margin	15.4	%	14.5	%				Pretax margin	11.4	%	12.2	%

~~Pretax~~Title segment’s pretax income ~~for~~in the ~~title segment~~first quarter 2022 increased by ~~$36.8~~$5.7 million ~~or 45%,~~compared to the first quarter 2021, while pretax margin ~~improved 90 basis points to 15.4%~~was 11.4% in the ~~third~~first quarter ~~2021~~2022 compared to 12.2% in the prior year quarter. Title operating revenues ~~grew $205.1~~in the first quarter 2022 improved $96.5 million, or ~~36%~~15%, as a result of revenue increases in direct title ~~and gross independent agency revenues increased $86.0~~operations of $38.3 million, or ~~31%~~14%, and ~~$119.2~~agency operations of $58.2 million, or ~~42%, respectively. Consistent with the increased title revenues, overall~~17%. Overall segment operating expenses in the ~~third~~first quarter ~~2021~~2022 increased ~~$167.7~~$91.1 million, or ~~35%~~16%, ~~with~~primarily driven by 17% increases in both agency retention expenses and combined title employee costs and other operating expenses, ~~increasing by 43% and 30%, respectively,~~ compared to the ~~third quarter 2020.~~prior year quarter. Average independent agency remittance rate in the ~~third~~first quarter ~~2021~~2022 was ~~17.9%~~18.1%, ~~slightly lower than 18.2%~~compared to 17.9% in the prior year quarter. As a percentage of title revenues, combined title employee costs and other operating expenses ~~improved to 37.5%~~was 38.8% in the ~~third~~first quarter ~~2021~~2022 compared to ~~39.5%~~38.1% in the ~~third~~first quarter ~~2020.~~2021.

Title loss expense ~~increased $1.9 million, or 7%,~~ in the ~~third~~first quarter 2022 was $29.2 million, which was slightly higher than $28.8 million in the first quarter 2021, ~~compared~~primarily due to ~~the prior year quarter, primarily as a result of~~ higher title revenues which was partially offset by favorable claims experience. As a percentage of title revenues, the title loss expense in the ~~third~~first quarter ~~2021~~2022 was 4.0% compared to ~~5.1%~~4.6% in the prior year quarter.

The segment’s ~~investment income declined $0.9~~net realized and unrealized gains in the first quarter 2022 primarily included $2.7 million ~~or 19%, primarily due to lower dividend income~~of net unrealized gains on ~~cost-basis~~fair value changes of equity securities investments, while net realized and ~~decreased interest income resulting from lower interest rates during~~unrealized gains in the ~~third~~first quarter 2021 ~~compared~~were also primarily related to ~~last year’s quarter.~~

~~Summary results~~net unrealized gains on fair value changes of ~~the ancillary services and corporate segment are as follows ($ in millions):~~

For the Three Months
Ended September 30
2021 2020 % Change
Operating revenues 61.9 28.0 122 %
Net realized gains 2.6 — 100 %
Pretax loss (2.7) (6.0) 55 %

~~The segment’s operating revenues increased $34.0 million, or 122%,~~equity securities investments. Investment income in the ~~third~~first quarter ~~2021,~~2022 was slightly lower compared to the prior year quarter, primarily due to the higher mix of lower interest rate investments in the first quarter 2022.

Summary results of the real estate solutions segment are as follows ($ in millions):


	For the Three Months Ended March 31
	2022		2021		% Change

Operating revenues	89.4		55.9		60	%
Pretax income	6.8		2.7		156	%
Pretax margin	7.6	%	4.8	%

The segment’s pretax income improved to $6.8 million in the first quarter 2022 compared to $2.7 million in the prior year quarter, primarily due to higher operating revenues ~~generated by~~resulting from recent acquisitions. Total segment operating expenses increased $29.3 million, or 55%, primarily due to acquisitions and higher ~~appraisal management services revenues. The ancillary services operations generated~~purchased intangible amortization expenses in the ~~third~~first quarter 2022 compared to the prior year quarter. Total intangible amortization expenses in the first quarters 2022 and 2021 ~~a pretax income~~were $6.4 million and $1.7 million, respectively.

Summary results of ~~$2.8 million (which included a $2.5 million gain~~the corporate and other segment are as follows ($ in millions):


	For the Three Months Ended March 31
	2022	2021	% Change

Operating revenues	33.9	—	100	%
Realized gains	0.3	0.1	347	%
Pretax loss	(10.0)	(5.7)	(73)	%

Segment operating revenues in the first quarter 2022 were related to ~~an acquisition contingent liability adjustment and $4.2 million of purchased intangibles amortization expense), compared to~~ a ~~pretax income of $0.3 million (which included $1.1 million of purchased intangibles amortization expense)~~recently acquired real estate brokerage company, which was subsequently sold in the ~~third~~second quarter ~~2020.~~2022. Net expenses attributable to ~~parent company and~~ corporate operations ~~for~~in the ~~third quarters 2021 and 2020 were approximately $5.6~~first quarter 2022 increased to $8.9 million ~~and $6.3~~compared to $5.8 million ~~respectively.~~

~~Consistent with~~in the prior year quarter, primarily due to increased interest expense resulting from our ~~overall strategy~~recently issued debt. Excluding the impact of improving operational performance through targeted growth, focused management, and broader technology and services offerings to improve customer experience and ease of use, we closed on our acquisition of Informative Research (IR) effective October 1, 2021. IR is a leader in providing credit, consumer andthe recently sold real estate ~~data and technology services, catering to more than 300 customers across~~brokerage company, the United States. Our acquisition of IR moves us closer to our goal of streamlining the real estate and loan transaction lifecycle through end-to-end, customer-focused and technology-based solutions. We believe our solid operating results and liquidity position will allow us to continue investing and growing to maximize our operational potential.

~~Update on COVID-19 pandemic measures.~~ ~~We continue to operate under our business continuity plan that we deployed in March 2020 when the pandemic started. Our employees~~segment’s pretax loss this quarter would 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.been $8.6 million.

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 ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we made no material changes to our critical accounting estimates as previously disclosed in Management’s Discussion and Analysis in the ~~2020~~2021 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 ~~ancillary~~real 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.

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;

•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 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 nine~~ months ended ~~September 30, 2021~~March 31, 2022 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 ~~September 30, 2021.~~March 31, 2022. We also use information from our direct operations.

Operating environment. Existing home sales in ~~September 2021,~~March 2022, on a seasonally-adjusted basis, ~~improved 7% from August 2021~~declined 4% and ~~were down 2% from~~3% compared to a year ~~ago. Despite~~ago and February 2022, respectively. According to NAR, the ~~supply constraints that are currently limiting~~decline in existing homes sales ~~and inventory, NAR saw some improvement in supply in the past months which improved sales in September 2021 and it expects housing~~was primarily due to slower demand, ~~to remain strong as buyers are securing homes before~~impacted by rising mortgage rates ~~increase further in the short term.~~and higher inflation affecting consumer purchasing power. Median and average home prices continued to rise, increasing ~~13%~~15% and 9%10%, respectively, in ~~September 2021~~March 2022 compared to a year ago, which marked the ~~115th~~121st consecutive month of year-over-year median home price increases. With regard to new residential construction, U.S. housing starts in ~~September 2021~~March 2022 improved 7%4% from ~~September 2020, but declined 2% from August~~March 2021, while newly issued building permits in ~~September 2021~~March 2022 were 7% higher than a year ago. Both March 2022 housing starts and issued building permits were comparable to ~~a year ago, but decreased 8% sequentially from August 2021.~~February 2022.

According to Fannie Mae and MBA (averaged), one-to-four family mortgage originations during the ~~third~~first quarter ~~2021~~2022 decreased ~~20%~~37% to approximately ~~$994~~$732 billion compared to the ~~third~~first quarter ~~2020,~~2021, primarily driven by the expected decline in refinancing ~~originations.~~originations as interest rates continue to rise as a result of high inflation rates and related federal monetary actions. However, this decline was partially offset by an 11% improvement in purchase originations during the ~~decline in total originations for the third~~first quarter ~~2021 was better than the 34% decrease that was expected based on~~2022 compared to last ~~quarter's forecasts.~~year. As of ~~September 2021,~~March 2022, the average 30-year fixed interest rate expected for ~~2021~~2022 is ~~expected to be 3.0%~~4.2%, ~~lower~~which is significantly higher than the ~~3.25% anticipated in June 2021, while~~3.1% average interest rate observed during 2021. Second quarter 2022 total originations ~~for the fourth quarter 2021~~ are expected to be ~~43%~~32% lower than last year's ~~fourth quarter. Supply constraints continue to impede~~second quarter, with a 10% increase in purchase originations softening the ~~housing market, resulting~~impact of the continued drop in ~~low inventories and slowed down home construction. According to Fannie Mae, this will lead to near-term market softening, with~~refinancing volumes. However, on a seasonally-adjusted basis, existing and new ~~homes~~home sales are expected to improve 1% and 17%, respectively, in the ~~fourth~~second quarter ~~2021 expected~~2022 compared to ~~decline 11% and 7%, respectively.~~the second quarter 2021.

Title revenues. Direct title revenue information is presented below:


		Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
		2021	2020	Change	% Change		2021	2020	Change	% Change					2022	2021	Change	% Change
		($ in millions)					($ in millions)							($ in millions)
Non-commercial	Non-commercial											Non-commercial
Domestic	Domestic	249.1	208.2	40.9	20	%	709.1	503.8	205.3	41	%	Domestic			220.2	216.0	4.2	2	%
International	International	44.2	30.4	13.8	45	%	118.8	70.4	48.4	69	%	International			31.5	28.8	2.7	9	%
		293.3	238.6	54.7	23	%	827.9	574.2	253.7	44	%				251.7	244.8	6.9	3	%
Commercial:	Commercial:											Commercial:
Domestic	Domestic	64.5	36.7	27.8	76	%	149.2	108.7	40.5	37	%	Domestic			56.4	29.2	27.2	93	%
International	International	8.3	4.8	3.5	73	%	22.0	13.7	8.3	61	%	International			9.7	5.5	4.2	76	%
		72.8	41.5	31.3	75	%	171.2	122.4	48.8	40	%				66.1	34.7	31.4	90	%
Total direct title revenues	Total direct title revenues	366.1	280.1	86.0	31	%	999.1	696.6	302.5	43	%	Total direct title revenues			317.8	279.5	38.3	14	%

Direct title revenues ~~improved~~increased in the ~~third~~first quarter ~~and first nine months of 2021,~~2022 compared to the ~~same periods in 2020,~~first quarter 2021 as a result of overall revenue growth in both non-commercial and commercial operations. Non-commercial revenues ~~improved,~~increased primarily ~~driven by increased~~due to improved residential purchase transactions and ~~scale.~~scale, which were partially offset by lower refinancing transactions in the first quarter 2022. The lower refinancing volume was expected and consistent with the housing market's trend of declining refinancing origination volume, which is primarily influenced by rising interest rates. Purchase orders closed improved ~~8% and 30%~~4%, while average residential fee per file increased 37% to approximately $2,600 in the ~~third~~first quarter ~~and first nine months of 2021,~~2022 compared to the ~~same periods in 2020, while refinancing orders closed increased 19% in the~~ first ~~nine months of 2021, but declined 15% in the third~~ quarter 2021, consistent with the market normalization trend of refinancing originations following the transaction surge that started in early 2020 when interest rates declined as a result of the COVID-19 pandemic. Residential fees per file in the third quarter and first nine months of 2021 were approximately $2,400 and $2,200, respectively, which were 24% and 13% higher, respectively, comparedprimarily due to the ~~same periods in 2020.~~higher mix of purchase transactions.

Commercial revenues increased in the ~~third~~first quarter ~~and first nine months of 2021~~2022 compared to ~~same periods in 2020,~~the prior year quarter, primarily due to growth in commercial transaction size and volume. Domestic commercial orders closed improved ~~11% and 19%~~31%, while average domestic commercial fee per file increased 47% to $12,700 in the ~~third~~first quarter and first nine months of 2021, respectively, while domestic commercial fees per file in the third quarter and first nine months of 2021 were approximately $15,400 and $11,900, respectively, which were 59% and 16% higher, respectively,2022 compared to the ~~same periods in 2020.~~

first quarter 2021. Total international revenues in the ~~third~~first quarter ~~and first nine months of 2021~~2022 increased ~~$17.3~~$6.9 million, or ~~49%~~20%, ~~and $56.7 million, or 67%, respectively, compared to the same periods last year,~~ primarily due to improved transaction volumes ~~across~~in our ~~international~~Canadian operations ~~primarily in Canada.~~compared to the prior year quarter.

Orders information for the three ~~and nine~~ months ended ~~September 30~~March 31 is as follows:


		Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
		2021	2020	Change	% Change		2021	2020	Change	% Change				2022	2021	Change	% Change
Opened Orders:	Opened Orders:											Opened Orders:
Commercial	Commercial	4,449	3,703	746	20	%	13,612	11,281	2,331	21	%	Commercial		6,042	3,569	2,473	69	%
Purchase	Purchase	73,213	73,668	(455)	(1)	%	220,420	184,224	36,196	20	%	Purchase		68,498	70,789	(2,291)	(3)	%
Refinance	Refinance	64,201	86,823	(22,622)	(26)	%	205,558	223,318	(17,760)	(8)	%	Refinance		40,574	81,750	(41,176)	(50)	%
Other	Other	1,761	1,067	694	65	%	5,253	2,293	2,960	129	%	Other		1,642	1,810	(168)	(9)	%
Total	Total	143,624	165,261	(21,637)	(13)	%	444,843	421,116	23,727	6	%	Total		116,756	157,918	(41,162)	(26)	%

Closed Orders:	Closed Orders:											Closed Orders:
Commercial	Commercial	4,199	3,799	400	11	%	12,531	10,549	1,982	19	%	Commercial		4,431	3,377	1,054	31	%
Purchase	Purchase	56,376	52,407	3,969	8	%	160,458	123,529	36,929	30	%	Purchase		47,326	45,483	1,843	4	%
Refinance	Refinance	47,437	56,027	(8,590)	(15)	%	165,642	138,906	26,736	19	%	Refinance		34,487	65,666	(31,179)	(47)	%
Other	Other	1,101	555	546	98	%	3,372	1,316	2,056	156	%	Other		1,640	1,175	465	40	%
Total	Total	109,113	112,788	(3,675)	(3)	%	342,003	274,300	67,703	25	%	Total		87,884	115,701	(27,817)	(24)	%

Gross revenues from independent agency operations ~~increased $119.2 million and $336.0 million (both 42%)~~ in the ~~third~~first quarter ~~and first nine months of 2021,~~2022 increased $58.2 million, or 17%, compared to ~~same periods in 2020, which was consistent with~~the prior year quarter, similar to the improvement seen in our direct title ~~operations and the housing market.~~operations. Agency revenues, net of retention, improved ~~$20.3~~$11.0 million, or ~~39%, and $59.3 million, or 42%~~18%, in the ~~third~~first quarter ~~and~~2022 from the first ~~nine months of~~quarter 2021, ~~respectively, compared to the same periods last year,~~ generally in line with increased gross agency revenues. Refer further to the "Retention by agencies" discussion under Expenses below.

~~Ancillary services~~Real estate solutions and other revenues. ~~Ancillary services operating~~Real estate solutions and other revenues are comprised of revenues generated by our real estate solutions operations and a recently acquired real estate brokerage company (which was subsequently sold during the second quarter 2022). These revenues increased ~~$34.0~~by $67.3 million, or ~~122%, and $131.5 million, or 295%~~120%, in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022 compared to the ~~same periods in 2020. The significant revenue growth~~first quarter 2021, primarily due to $33.4 million additional revenues from our real estate solutions operations which was ~~primarily generated~~driven by recent acquisitions of ~~appraisal management~~credit and ~~online notarization and closing~~information services companies, ~~partially offset by lower~~and $33.9 million of revenues from ~~our legacy valuation services business due to lower home equity volume.~~the subsequently-sold real estate brokerage company.

Investment income. Investment income in the ~~third~~first quarter ~~and first nine months of 2021~~2022 decreased ~~$1.0~~$0.3 million, or ~~19%~~8%, ~~and $1.4 million, or 10%, respectively,~~primarily due to the higher mix of lower interest rate bond investments in the first quarter 2022 compared to the ~~same periods in 2020, primarily driven~~prior year quarter. This was partially offset by ~~reduced interest~~higher dividend income resulting from increased investments in equity securities in the ~~lower interest rates applicable~~first quarter 2022 compared to ~~our short-term and securities investments during~~the first quarter 2021.

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

Expenses. An analysis of expenses is shown below:


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended March 31,
		2021		2020		Change	% Change		2021		2020		Change	% Change					2022		2021		Change	% Change
		($ in millions)							($ in millions)									($ in millions)

Amounts retained by agencies	Amounts retained by agencies	329.9		231.1		98.9	43	%	935.9		659.1		276.7	42	%	Amounts retained by agencies			331.2		283.9		47.3	17	%
As a % of agency revenues	As a % of agency revenues	82.1	%	81.8	%				82.2	%	82.2	%				As a % of agency revenues			81.9	%	82.1	%
Employee costs	Employee costs	197.6		155.6		41.9	27	%	555.5		428.8		126.6	30	%	Employee costs			205.0		169.4		35.6	21	%
As a % of operating revenues	As a % of operating revenues	23.8	%	26.3	%				24.0	%	27.8	%				As a % of operating revenues			24.3	%	24.9	%
Other operating expenses	Other operating expenses	152.6		98.5		54.1	55	%	415.9		245.0		170.9	70	%	Other operating expenses			189.8		125.5		64.3	51	%
As a % of operating revenues	As a % of operating revenues	18.4	%	16.7	%				18.0	%	15.9	%				As a % of operating revenues			22.5	%	18.4	%
Title losses and related claims	Title losses and related claims	30.3		28.4		1.9	7	%	92.7		68.6		24.1	35	%	Title losses and related claims			29.2		28.8		0.4	1	%
As a % of title revenues	As a % of title revenues	4.0	%	5.1	%				4.3	%	4.6	%				As a % of title revenues			4.0	%	4.6	%

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 ~~82.1% and 82.2%~~81.9% in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022, as compared to ~~81.8% and 82.2%~~82.1% in the ~~same periods in 2020.~~first quarter 2021, primarily due to higher revenues generated by our agents from higher remitting 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 increased $35.6 million, or 21%, in the ~~third~~first quarter ~~and first nine months of 2021 increased $41.9 million, or 27%, and $126.6 million, or 30%, respectively,~~2022 compared to the ~~same periods in 2020. These increases were~~prior year quarter, primarily due to higher salaries and employee benefits driven by a 23% ~~and 19% higher~~increase in average employee counts ~~in the third quarter and first nine months of 2021, respectively, and increased incentive compensation on higher overall operating results. As~~resulting from acquisitions. Employee costs, as a percentage of total operating revenues, ~~consolidated employee costs~~ improved slightly to ~~23.8% and 24.0%~~24.3% in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022 compared to ~~26.3% and 27.8%~~24.9% in the ~~third~~first quarter ~~and first nine months of 2020, respectively, primarily influenced by our continued focus on managing operating costs.~~2021.

Employee costs in the title segment and real estate solutions segment increased ~~$38.1~~$25.6 million, or ~~26%~~16%, and ~~$112.8~~$6.5 million, or ~~27%~~94%, respectively, in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022 compared to the ~~same periods in 2020,~~prior year quarter, primarily due to ~~increased salaries expense driven by~~ higher average employee counts, ~~mostly~~principally from recent ~~title office acquisitions, and increased incentive compensation on improved title operating results.~~acquisitions. Employee costs in the ~~ancillary services~~corporate and ~~corporate~~other segment increased ~~$3.8~~$3.5 million, or ~~58%~~116%, ~~and $13.8 million, or 80%, in the third quarter and first nine months of 2021, respectively, compared~~due to the ~~same periods in 2020, primarily due to increased average employee counts driven by recent acquisitions in~~subsequently-sold real estate brokerage company, which was acquired during the ~~ancillary services operations.~~fourth quarter 2021.

As of ~~September 30, 2021,~~March 31, 2022, we had approximately ~~6,600~~7,300 employees, ~~an increase~~compared to approximately 6,100 employees as of ~~approximately 800 employees from December~~March 31, ~~2020, primarily due to acquisitions.~~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 services~~real 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.

Consolidated other operating expenses in the first quarter 2022 increased ~~$54.1~~$64.3 million, or ~~55%~~51%, ~~and $170.9 million, or 70%, in the third quarter and first nine months of 2021, respectively,~~ compared to the ~~same periods in 2020,~~prior year quarter, primarily as a result of ~~recently-acquired businesses~~higher service expenses tied to increased revenues from real estate solutions operations, and increased ~~variable costs relating to increased revenues.~~outside title search and premium tax expenses on higher title revenue. Total variable costs increased ~~$41.6~~$49.2 million, or ~~71%, and $136.9 million, or 107%~~64%, in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022, mainly due to higher ~~appraisal and service~~services expenses ~~by recently-acquired ancillary services businesses,~~from our real estate solutions operations and increased outside search and premium ~~taxes, attorney fee splits and delivery fees consistent with higher~~tax expenses from direct title ~~operating revenues.~~operations. Total costs that are fixed in nature increased ~~$8.3~~$11.5 million, or ~~26%, and $22.6 million, or 24%~~30%, in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022, primarily due to higher technology costs, increased ~~professional fees,~~ rent and occupancy expenses mainly related to acquisitions and ~~technology~~increased insurance costs. Independent costs increased ~~$4.1~~$3.5 million, ~~and $11.3 million (both 52%)~~or 35%, in the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022, primarily due to higher ~~bank fees, litigation-related accruals, office closures expenses,~~ marketing and travel costs, partially offset by lower office closure expenses and ~~charitable contributions.~~ litigation-related accruals.

As a percentage of total operating revenues, consolidated other operating expenses in the ~~third~~first quarter ~~and first nine months of 2021~~2022 increased to ~~18.4% and 18.0%, respectively,~~22.5% compared to ~~16.7% and 15.9%~~18.4% in the ~~same periods in 2020,~~prior year quarter, primarily due to ~~appraisal and service expenses related to~~the increased size of our ~~recently-acquired ancillary services businesses.~~

~~As of September 30, 2021, we lease space at approximately 490 locations for title office~~real estate solutions operations ~~production, administrative and technology centers.~~which typically have higher other operating expenses.

Title losses. Provisions for title losses, as a ~~percentage~~percentage of title operating revenues, were 4.0% ~~and 4.3%~~ for the ~~third~~first quarter ~~and first nine months of 2021, respectively,~~2022, compared to ~~5.1% and~~ 4.6% for the ~~same periods in 2020.~~first quarter 2021. Title loss expense ~~increased $1.9 million, or 7%, and $24.1 million, or 35%,~~ in the ~~third~~first quarter ~~and~~2022 was $29.2 million, which was slightly higher than $28.8 million in the first ~~nine months of~~quarter 2021, ~~respectively, compared~~primarily due to ~~the same periods in 2020, primarily as a result of increased~~higher title revenues which was partially offset by favorable claims experience. 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.

2322

The composition of title policy loss expense is as follows:


		Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
		2021	2020	Change	% Change		2021	2020	Change	% Change					2022	2021	Change	% Change
		($ in millions)					($ in millions)							($ in millions)
Provisions – known claims:	Provisions – known claims:											Provisions – known claims:
Current year	Current year	4.2	3.0	1.2	40	%	10.8	7.6	3.2	42	%	Current year			4.8	2.2	2.6	118	%
Prior policy years	Prior policy years	13.8	16.9	(3.1)	(18)	%	41.5	45.0	(3.5)	(8)	%	Prior policy years			14.9	13.3	1.6	12	%
		18.0	19.9	(1.9)	(10)	%	52.3	52.6	(0.3)	(1)	%				19.7	15.5	4.2	27	%
Provisions – IBNR	Provisions – IBNR											Provisions – IBNR
Current year	Current year	25.9	25.3	0.6	2	%	80.5	60.5	20.0	33	%	Current year			24.1	26.2	(2.1)	(8)	%
Prior policy years	Prior policy years	0.2	0.1	0.1	100	%	1.4	0.5	0.9	180	%	Prior policy years			0.3	0.4	(0.1)	(25)	%
		26.1	25.4	0.7	3	%	81.9	61.0	20.9	34	%				24.4	26.6	(2.2)	(8)	%
Transferred from IBNR to known claims	Transferred from IBNR to known claims	(13.8)	(16.9)	3.1	(18)	%	(41.5)	(45.0)	3.5	(8)	%	Transferred from IBNR to known claims			(14.9)	(13.3)	(1.6)	12	%
Total provisions	Total provisions	30.3	28.4	1.9	7	%	92.7	68.6	24.1	35	%	Total provisions			29.2	28.8	0.4	1	%

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 ~~third~~first quarter ~~and first nine months of 2021 increased $0.6~~2022 decreased $2.1 million, or 2%8%, ~~and $20 million, or 33%, respectively,~~ compared to the same ~~periods in 2020, primarily due to increased title premiums~~period in 2021, ~~partially offset by~~due to the effect of lowered provisioning rates ~~due to~~resulting from favorable claims experience. As a percentage of title operating revenues, provisions - IBNR for the current policy year were ~~3.4%~~3.3% and ~~3.8%~~4.2% in the ~~third quarter~~first quarters 2022 and ~~first nine months of~~ 2021, ~~respectively, compared to 4.5% and 4.0% in the third quarter and first nine months of 2020,~~ respectively.

Cash claim payments ~~decreased $3.2~~increased $3.7 million, or ~~16%, and $6.1 million, or 10%~~23%, in the ~~third~~first quarter ~~and first nine months of 2021,~~2022 compared to the ~~same periods last~~prior year quarter, primarily due to ~~lower~~ payments on ~~non-large~~large claims. We continue to manage and resolve large claims prudently and in keeping with our commitments to our policyholders.

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:


		September 30, 2021	December 31, 2020		March 31, 2022	December 31, 2021
		($ in millions)			($ in millions)
Known claims	Known claims	68.2	68.9	Known claims	75.4	75.9
IBNR	IBNR	466.4	427.4	IBNR	485.3	473.7
Total estimated title losses	Total estimated title losses	534.6	496.3	Total estimated title losses	560.7	549.6

2423

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 ~~six~~seven 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 ~~$4.0~~$7.3 million, or ~~78%, and $9.0 million, or 67%~~114%, in the ~~third~~first quarter ~~and first nine months of 2021,~~2022 compared to the ~~same periods in 2020,~~first quarter 2021, primarily due to recent acquisitions, which generated $6.2 million higher purchased intangible asset amortization expenses and $0.7 million higher fixed asset depreciation ~~expenses related to recent acquisitions.~~expenses.

Income taxes. Our effective tax rates, based on income before taxes and after deducting income attributable to noncontrolling interests, were ~~21% and 22% for the third quarters 2021 and 2020, respectively, and 23% and 24% for~~23.4% in the first ~~nine months of 2021 and 2020, respectively. The lower effective tax rates~~quarter 2022, compared to 23.7% in the ~~third quarters 2021 and 2020, relative to the year-to-date rates,~~first quarter 2021. There were ~~primarily due to~~no significant discrete ~~income~~ tax ~~benefits in the third quarter related to the filing of our federal income tax return.~~items during both periods.

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 ~~September 30, 2021,~~March 31, 2022, our total cash and investments, including amounts reserved pursuant to statutory requirements ~~and excluding cash to be used for the acquisition of Informative Research (which closed on October 1, 2021),~~ aggregated ~~$1.13 billion ($585.1 million, net of statutory reserves on cash and investments).~~$1.1 billion. Of our total cash and investments at ~~September 30, 2021, $757.4~~March 31, 2022, $709.6 million ($~~477.4~~440.7 million, net of statutory reserves) was held in the United States and the rest internationally ~~principally~~(principally in ~~Canada.~~Canada).

~~Cash held at the parent company totaled $204.3 million at September 30, 2021, the majority of which was used to close on the IR acquisition on October 1, 2021.~~ As a holding company, the parent company is funded principally by cash from its ~~operating companies, cash from its subsidiaries~~subsidiaries' 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 $65.7 million at March 31, 2022) is ~~used~~available 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, the~~stockholders. The parent company ~~is dependent on~~also 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.

A substantial majority of our consolidated cash and investments as of ~~September 30, 2021~~March 31, 2022 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 use~~uses 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 ~~claim~~claims payments. Guaranty may also, subject to certain limitations, provide funds to its subsidiaries (whose operations consist principally of field title offices and ~~ancillary services~~real 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 ~~$524.5~~$530.0 million and ~~$496.6~~$523.5 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately ~~$24.0~~$20.3 million and ~~$20.0~~$41.4 million at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. As of ~~September 30, 2021,~~March 31, 2022, our known claims reserve totaled ~~$68.2~~$75.4 million and our estimate of claims that may be reported in the future, under generally accepted accounting principles, totaled ~~$466.4~~$485.3 million. In addition to this, we had cash and investments (excluding equity method investments) of ~~$388.9~~$373.7 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 ~~TDI~~Texas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory ~~maximum of~~net 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. ~~During~~Guaranty paid no dividends to its parent during the ~~nine~~three months ended ~~September 30, 2021 and 2020, Guaranty~~March 31, 2022, compared to $40.0 million paid ~~dividends of $158.9 million and $30.0 million, respectively, to its parent. In October 2021, Guaranty paid an additional dividend of $135.0 million to its parent.~~during the three months ended March 31, 2021.

As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows.


		Nine Months Ended September 30,			Three Months Ended March 31,
		2021	2020		2022	2021
		($ in millions)			($ in millions)
Net cash provided by operating activities	Net cash provided by operating activities	257.3	140.9	Net cash provided by operating activities	34.9	47.4
Net cash used by investing activities	Net cash used by investing activities	(200.7)	(156.1)	Net cash used by investing activities	(65.2)	(73.6)
Net cash provided by financing activities		120.2	66.7
Net cash (used) provided by financing activities				Net cash (used) provided by financing activities	(58.6)	6.2

Operating activities. Our principal sources of cash from operations are premiums on title policies and revenue from title service-related transactions, ~~ancillary services~~real 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.

Net cash provided by operations in the first ~~nine months of 2021 improved by $116.5~~quarter 2022 decreased to $34.9 million ~~compared to~~from $47.4 million in the ~~same period last~~prior year quarter, primarily due to ~~the~~higher payments of operating liabilities outstanding at December 31, 2021, partially offset by a higher net income ~~and lower payments of claims.~~in the first quarter 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.

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 ~~nine months of 2021,~~quarter 2022, total proceeds from securities investments sold and matured were ~~$88.4~~$33.6 million, compared to ~~$72.4~~$45.9 million during the ~~same period in 2020.~~prior year quarter. Cash used for purchases of securities investments was ~~$111.1 million during first nine months of 2021, compared to $75.5~~$66.9 million during the first ~~nine months of 2020.~~quarter 2022 compared to $47.9 million during the same period in 2021.

We used ~~$149.9 million and $146.5~~$17.9 million of cash for ~~acquisitions of~~an acquisition in the title ~~and ancillary services businesses~~segment during the first ~~nine months~~quarter 2022, compared to cash used of ~~2021~~$52.6 million for several acquisitions in the real estate solutions segment and ~~2020, respectively. We used~~ $16.1 million ~~of cash in~~for 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 nine months of 2021.~~prior year quarter. We used ~~$26.2~~$12.3 million and ~~$10.5~~$5.7 million of cash for purchases of property and equipment during the first ~~nine months of~~quarter 2022 and 2021, ~~and 2020,~~ 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 ~~$275.3~~$445.9 million and ~~$1,216.7 million,~~$1.32 billion, respectively, as of ~~September 30, 2021.~~March 31, 2022. During the first ~~nine months of~~quarter 2022 and 2021, ~~and 2020,~~ payments on notes payable of ~~$157.3~~$37.3 million and ~~$10.3~~$154.7 million, respectively, and notes payable additions of ~~$156.8~~$0.1 million and ~~$2.4~~$154.0 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 existing 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 ~~September 30, 2021, the outstanding balance of~~March 31, 2022, our line of credit facility was ~~$273.9 million, which included total draws of $175.0 million we made from the facility during the first nine months of 2021. At September 30, 2021,~~fully available, while our debt-to-equity and debt-to-capitalization ratios, excluding our Section 1031 notes, were approximately ~~23%~~34% and ~~18%~~25%, respectively. ~~In October 2021, we entered into a new senior unsecured credit agreement, which replaced our current line of credit facility with a new revolving credit facility and a term loan - refer to~~ ~~Note 1-D~~ ~~for details.~~

During the first ~~nine months of 2020, we generated net proceeds of approximately $109.0 million, from an issuance of new shares of Common Stock, which we used for acquisitions. During the first nine months of 2021,~~quarter 2022, we paid total dividends of ~~$26.6~~$10.1 million ($~~0.99~~0.375 per common share), compared to the total dividends paid in the first ~~nine months~~quarter 2021 of ~~2020 of $22.2~~$8.8 million ($~~0.90~~0.33 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 decrease of $1.9 million during the first nine months of 2021, primarily due to depreciation of the British pound and Australian dollar relative to the U.S. dollar, compared to a net decrease of $0.5 million during the first nine 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 did not change in 2021, while it depreciated in 2020.

***********

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.

Other comprehensive ~~(loss) income.~~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 ~~nine months~~quarter 2022, net unrealized investment losses of $20.1 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 quarter 2021, net unrealized investment losses of ~~$11.2~~$9.3 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 nine months of 2020, net unrealized investment gains of $14.8 million, net of taxes, which increased our other comprehensive income, were primarily related to a net increase in the fair values of our overall bond securities investment portfolio mainly driven by the effect of lower interest rates and partially offset by higher credit spreads.

Changes in foreign currency exchange rates, primarily related to our Canadian and United Kingdom operations, ~~increased~~reduced our other comprehensive loss, net of taxes, by ~~$1.0~~$0.6 million in the first ~~nine months of 2021;~~quarter 2022; while they decreased our other comprehensive ~~income,~~loss, net of taxes, by ~~$3.4~~$1.9 million in the ~~same period in 2020.~~prior year quarter.

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 ~~2020~~2021 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 ~~2020~~2021 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 ~~September 30, 2021~~March 31, 2022 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 ~~2020~~2021 Form 10-K.

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 ~~September 30, 2021,~~March 31, 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 ~~September 30, 2021,~~March 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2927

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 ~~2020~~2021 Form 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 ~~2020~~2021 Form 10-K. There have been no material changes to our risk factors since our ~~2020~~2021 Form 10-K.

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

There were no repurchases of our Common Stock during the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, except for repurchases of approximately ~~40,900~~35,600 shares (aggregate purchase price of approximately ~~$2.1~~$2.5 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 ~~$44.92~~$48.58 and ~~$37.60~~$47.67 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. As of ~~September 30,~~March 31, 2022, our book value per share was based on approximately $1.31 billion of stockholders’ equity attributable to Stewart and 27,015,078 shares of Common Stock outstanding. As of December 31, 2021, our book value per share was based on approximately ~~$1.2~~$1.28 billion of stockholders’ equity attributable to Stewart and 26,890,064 shares of Common Stock outstanding. As of December 31, 2020, our book value per share was based on approximately $1.0 billion of stockholders’ equity attributable to Stewart and 26,728,24226,893,430 shares of Common Stock outstanding.

3028

Item 6. Exhibits


Exhibit


3.1	—	Restated Certificate of Incorporation of the Registrant, dated April 28, 2016 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed April 29, 2016)
3.2	—	Third Amended and Restated By-Laws of the Registrant, as of April 27, 2016 (incorporated by reference in this report from Exhibit 3.2 of the Current Report on Form 8-K filed April 28, 2016)
10.110.1†		Restricted Performance Unit Agreement, effective March 9, 2022, by and between the Registrant and Frederick Eppinger
10.2†*		Stock Unit Award Agreement, effective March 9, 2022, by and between the Registrant and Frederick Eppinger
10.3†*	—	~~Credit~~Restricted Performance Unit Agreement, ~~dated October 28, 2021, among~~effective March 9, 2022, by and between the Registrant ~~PNC Bank, as Administrative Agent, Swingline Loan Lender~~ and ~~Issuing Lender, the Guarantors, and Lenders Party thereto~~David Hisey
~~10.2~~10.4†*	—	Stock ~~purchase agreement, dated August 23, 2021,~~Unit Award Agreement, effective March 9, 2022, by and ~~among Informative Research, the Shareholders of Informative Research listed on Exhibit A thereto, Sean Buckner, solely in the capacity of shareholder representative thereunder, and~~between the Registrant ~~(incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed on August 26, 2021)~~and David Hisey
10.5†*	—	Stock Unit Award Agreement (cliff), effective March 9, 2022, by and between the Registrant and David Hisey
10.6†*	—	Restricted Performance Unit Agreement, effective March 9, 2022, by and between the Registrant and John Killea
10.7†*	—	Stock Unit Award Agreement, effective March 9, 2022, by and between the Registrant and John Killea
10.8†*		Stock Unit Award Agreement (cliff), effective March 9, 2022, by and between the Registrant and John Killea
10.9†*		Restricted Performance Unit Agreement, effective March 9, 2022, by and between the Registrant and Steven Lessack
10.10†*		Stock Unit Award Agreement, effective March 9, 2022, by and between the Registrant and Steven Lessack
10.11†*		Restricted Performance Unit Agreement, effective March 9, 2022, by and between the Registrant and Tara Smith
10.12†*		Stock Unit Award Agreement, effective March 9, 2022, by and between the Registrant and Tara Smith
31.1*	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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

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.


~~November 3, 2021~~May 6, 2022
Date


						Stewart Information Services Corporation
						Registrant

By:						/s/ David C. Hisey
						David C. Hisey, Chief Financial Officer, Secretary and Treasurer

3130


	Title	Ancillary Services and Corporate	Consolidated Total
		($000 omitted)
Balances at December 31, 2020	361,433	70,044	431,477
Acquisitions	103,744	9,777	113,521
Purchase accounting adjustments	(4,492)	(4,307)	(8,799)
Disposals	(23)	—	(23)
Balances at September 30, 2021	460,662	75,514	536,176


	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020
	Before-Tax Amount	Tax Expense (Benefit)	Net-of-Tax Amount	Before-Tax Amount	Tax Expense (Benefit)	Net-of-Tax Amount
	($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments	(2,764)	(581)	(2,183)	1,164	244	920
Reclassification adjustment for realized gains and losses on investments	(449)	(94)	(355)	(221)	(46)	(175)
	(3,213)	(675)	(2,538)	943	198	745

Foreign currency translation adjustments	(4,950)	(707)	(4,243)	4,384	540	3,844

Other comprehensive (loss) income	(8,163)	(1,382)	(6,781)	5,327	738	4,589