UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
   
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010March 31, 2011
or
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE 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.)
incorporation or organization)
   
1980 Post Oak Blvd., Houston TX 77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(713) 625-8100
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ  Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yeso  Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
       
Large accelerated filero Accelerated filerþ Non-accelerated filero Smaller reporting companyo
    (Do not check if a smaller reporting company)  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso  Noþ
On November 3, 2010,April 30, 2011, the following shares of each of the issuer’s classes of common stock were outstanding:
   
Common, $1 par value 17,323,90618,196,983
Class B Common, $1 par value   1,050,012
 
 

 


 

FORM 10-Q QUARTERLY REPORT
QUARTER ENDED SEPTEMBER 30, 2010MARCH 31, 2011
TABLE OF CONTENTS
      
Item   Page
  PART I – FINANCIAL INFORMATION   
      
 Financial Statements  1
 Management’s Discussion and Analysis of Financial Condition and Results of Operations  13
 Quantitative and Qualitative Disclosures About Market Risk  27
 Controls and Procedures  27
      
  PART II – OTHER INFORMATION   
      
 Legal Proceedings  28
 Risk Factors  29
 Other Information  29
 Exhibits  29
      
  Signature  30
 EX-31.1
 EX-31.2
 EX-31.3
 EX-32.1
 EX-32.2
 EX-32.3
ItemPage
1
12
22
22
23
25
25
25
26
EX-31.1
EX-31.2
EX-31.3
EX-32.1
EX-32.2
EX-32.3
As used in this report, “we,” “us,” “our,” the “Company” and “Stewart” mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.

 


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE EARNINGSLOSS
                        
 For the Three Months For the Nine Months  For the Three Months 
 Ended September 30, Ended September 30,  Ended March 31, 
 2010 2009 2010 2009  2011 2010 
 ($000 omitted, except per share)  ($000 omitted, except per share) 
Revenues
  
Title insurance:  
Direct operations 161,949 176,795 462,654 502,915  139,230 129,505 
Agency operations 242,938 263,822 675,962 648,015  191,809 202,571 
  
Real estate information 19,673 15,394 57,874 44,532  31,385 11,542 
Investment income 4,281 4,952 14,496 15,763  3,861 4,782 
Investment and other gains (losses) – net 1,224  (972) 11,932  (7,013)
Investment and other gains — net 132 2,913 
    
 430,065 459,991 1,222,918 1,204,212  366,417 351,313 
  
Expenses
  
Amounts retained by agencies 202,167 216,798 562,722 534,254  158,447 168,735 
Employee costs 113,160 124,968 346,795 362,108  117,926 114,103 
Other operating expenses 70,476 76,616 202,558 213,889  59,129 64,387 
Title losses and related claims 39,050 55,462 102,836 141,325  31,200 26,337 
Depreciation and amortization 5,132 6,962 16,744 21,823  4,830 5,936 
Interest 1,355 756 4,307 2,847  1,278 1,558 
    
 431,340 481,562 1,235,962 1,276,246  372,810 381,056 
  
Loss before taxes and noncontrolling interests  (1,275)  (21,571)  (13,044)  (72,034)  (6,393)  (29,743)
Income tax (benefit) expense  (30) 249 4,294 3,786 
Income tax expense (benefit) 3,131  (1,538)
    
  
Net loss  (1,245)  (21,820)  (17,338)  (75,820)  (9,524)  (28,205)
Less net earnings attributable to noncontrolling interests 1,783 1,876 5,225 6,121  769 758 
    
  
Net loss attributable to Stewart
  (3,028)  (23,696)  (22,563)  (81,941)  (10,293)  (28,963)
    
  
Comprehensive earnings (loss): 
Comprehensive loss: 
Net loss  (1,245)  (21,820)  (17,338)  (75,820)  (9,524)  (28,205)
Other comprehensive earnings, net of taxes of $4,060, $2,916, $6,929 and $997 9,609 10,291 13,442 19,450 
Other comprehensive (loss) earnings, net of taxes of $1,161 and $1,484  (389) 1,990 
    
  
Comprehensive earnings (loss) 8,364  (11,529)  (3,896)  (56,370)
Comprehensive loss  (9,913)  (26,215)
Less comprehensive earnings attributable to noncontrolling interests 1,783 1,876 5,225 6,121  769 758 
    
Comprehensive earnings (loss) attributable to Stewart 6,581  (13,405)  (9,121)  (62,491)
Comprehensive loss attributable to Stewart  (10,682)  (26,973)
    
  
Basic and dilutive average shares outstanding (000) 18,335 18,196 18,304 18,177 
Basic and diluted loss per share attributable to Stewart  (0.17)  (1.30)  (1.23)  (4.51)
Basic and diluted average shares outstanding (000) 18,829 18,257 
   
Basic and dilutive loss per share attributable to Stewart  (0.55)  (1.59)
  
See notes to condensed consolidated financial statements.

- 1 -


CONDENSED CONSOLIDATED BALANCE SHEETS
        
 As of As of         
 September 30, December 31,  As of As of 
 2010 2009  March 31,2011 December 31, 2010 
 ($000 omitted)  ($000 omitted) 
Assets
  
Cash and cash equivalents 125,969 97,971  103,842 144,564 
Cash and cash equivalents — statutory reserve funds 10,576 18,129  8,028 9,926 
    
 136,545 116,100  111,870 154,490 
  
Short-term investments 27,881 24,194  32,789 33,457 
  
Investments in debt and equity securities available-for-sale, at fair value:  
Statutory reserve funds 406,197 386,235  392,174 396,317 
Other 47,919 79,969  60,174 54,007 
    
 454,116 466,204  452,348 450,324 
Receivables:  
Notes 12,341 10,437  10,332 10,747 
Premiums from agencies 43,591 42,630  40,151 45,399 
Income taxes  46,228  6,778 651 
Other 48,476 46,488  53,716 41,323 
Allowance for uncollectible amounts  (21,000)  (20,501)  (20,038)  (19,438)
    
 83,408 125,282  90,939 78,682 
Property and equipment, at cost  
Land 8,468 8,468  6,469 6,445 
Buildings 23,341 23,326  23,844 23,769 
Furniture and equipment 262,494 271,234  251,414 250,355 
Accumulated depreciation  (230,796)  (232,395)  (221,437)  (219,000)
    
 63,507 70,633  60,290 61,569 
  
Title plants, at cost 77,401 78,421  77,450 77,397 
Real estate, at lower of cost or net realizable value 5,110 3,578  2,433 3,266 
Investments in investees, on an equity method basis 17,883 12,233  16,979 17,608 
Goodwill 206,861 212,763  206,861 206,861 
Intangible assets, net of amortization 8,490 6,406  7,967 8,228 
Other assets 48,770 51,339  54,396 49,324 
Investments — pledged, at fair value  202,007 
    
 1,129,972 1,369,160  1,114,322 1,141,206 
    
  
Liabilities
  
Notes payable 6,278 19,620  9,117 8,784 
Convertible senior notes 64,294 64,163  64,382 64,338 
Line of credit, at fair value  202,007 
Accounts payable and accrued liabilities 99,599 101,881  70,495 95,666 
Estimated title losses 487,543 503,475  493,240 495,849 
Deferred income taxes 22,719 15,948  31,426 28,236 
    
 680,433 907,094  668,660 692,873 
  
Contingent liabilities and commitments  
  
Stockholders’ equity
  
Common and Class B Common Stock and additional paid-in capital 143,310 145,530  151,711 143,264 
Retained earnings 273,553 296,116  272,373 282,666 
Accumulated other comprehensive earnings 24,402 10,960  13,221 13,610 
Treasury stock — 476,227 common shares, at cost  (4,330)  (4,330)  (4,330)  (4,330)
    
Stockholders’ equity attributable to Stewart 436,935 448,276  432,975 435,210 
Noncontrolling interests 12,604 13,790  12,687 13,123 
    
Total stockholders’ equity (18,373,918 and 18,231,781 shares outstanding) 449,539 462,066 
Total stockholders’ equity (19,122,929 and 18,375,058 shares outstanding) 445,662 448,333 
    
 1,129,972 1,369,160  1,114,322 1,141,206 
    
See notes to condensed consolidated financial statements.

- 2 -


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                
 For the Nine Months  For the Three Months 
 Ended September 30,  Ended March 31, 
 2010 2009  2011 2010 
 ($000 omitted)  ($000 omitted) 
Reconciliation of net loss to cash used by operating activities: 
Reconciliation of net loss to cash (used) provided by operating activities: 
Net loss  (17,338)  (75,820)  (9,524)  (28,205)
Add (deduct):  
Depreciation and amortization 16,744 21,823  4,830 5,936 
Provision for bad debt 3,269 5,293  996 1,445 
Investment and other (gains) losses— net  (11,932) 7,013 
Payments for title losses (in excess of) less than provisions  (19,907) 26,645 
Investment and other gains — net  (132)  (2,913)
Payments for title losses in excess of provisions  (5,099)  (11,718)
Insurance recoveries of title losses 6,599 4,490  1,581 4,823 
Decrease in receivables — net 41,737 6,351 
(Increase) decrease in other assets — net  (2,534) 685 
(Increase) decrease in receivables — net  (8,677) 57,444 
Increase in other assets — net  (2,501)  (736)
Decrease in payables and accrued liabilities — net  (5,743)  (15,855)  (23,742)  (13,664)
Decrease in net deferred income taxes  (158)  (1,387)
Net earnings from equity investees  (1,487)  (2,526)
Increase (decrease) in net deferred income taxes 2,030  (809)
Net (earnings) loss from equity investees  (69) 238 
Dividends received from equity investees 1,906 2,408  717 470 
Other — net 3,204 3,876  958 1,292 
    
Cash provided (used) by operating activities
 14,360  (17,004)
Cash (used) provided by operating activities
  (38,632) 13,603 
  
Investing activities:  
Proceeds from investments available-for-sale matured and sold 173,881 242,764  22,267 58,042 
Purchases of investments available-for-sale  (140,534)  (144,808)  (21,531)  (44,949)
Proceeds from redemptions of investments — pledged 217,225 650   9,275 
Purchases of property and equipment, real estate and title plants — net  (9,045)  (7,737)
Purchases of property and equipment and title plants — net  (4,249)  (2,914)
Increases in notes receivable  (420)  (838)  (180)  (73)
Collections on notes receivable 641 494  538 166 
Change in cash and cash equivalents due to sale and deconsolidation of subsidiaries (see below)  (1,873)     (1,844)
Cash paid for acquisitions of subsidiaries and other — net 4,654 5,242    (8)
Net cash received for other assets, cost-basis investments, equity investees and other 58  
    
Cash provided by investing activities
 244,529 95,767 
Cash (used) provided by investing activities
  (3,097) 17,695 
  
Financing activities:  
Payments on notes payable  (15,806)  (55,107)  (1,143)  (2,161)
Payments on line of credit  (216,141)  (1,279)   (9,628)
Purchase of remaining interest of consolidated subsidiaries  (4,116)  
Proceeds from notes payable 2,834 1,206  500 114 
Distributions to noncontrolling interests  (5,485)  (5,770)  (1,251)  (1,003)
Proceeds from exercise of stock options and grants  57 
    
Cash used by financing activities
  (238,714)  (60,893)  (1,894)  (12,678)
  
Effects of changes in foreign currency exchange rates 270 4,605  1,003 65 
    
Increase in cash and cash equivalents
 20,445 22,475 
(Decrease) increase in cash and cash equivalents
  (42,620) 18,685 
  
Cash and cash equivalents at beginning of period 116,100 86,246  154,490 116,100 
    
Cash and cash equivalents at end of period
 136,545 108,721  111,870 134,785 
    
 
Supplemental information: 
Settlement of wage and hour litigation through issuance of Common Stock 7,582  
Changes in financial statement amounts due to sale and deconsolidation of subsidiaries: 
Note receivable  2,500 
Investments in investees, on an equity method basis  5,316 
Goodwill   (5,831)
Title plants   (1,048)
Property and equipment, net of accumulated depreciation   (1,560)
Intangible asset, net of amortization  2,827 
Other — net   (878)
Liabilities  1,344 
Noncontrolling interests  336 
Investment and other gains — net   (1,162)
  
Change in cash and cash equivalents due to sale and deconsolidation of Subsidiaries  1,844 
  
See notes to condensed consolidated financial statements.

- 3 -


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         
  For the Nine Months 
  Ended September 30, 
  2010  2009 
  ($000 omitted) 
Supplemental information:        
Changes in financial statement amounts due to sale and deconsolidation of subsidiaries:        
Note receivable  2,433    
Investments in investees, on an equity method basis  5,315    
Goodwill  (5,902)   
Title plants  (1,048)   
Property and equipment, net of accumulated depreciation  (1,564)   
Intangible asset, net of amortization  2,928    
Other — net  (814)   
Liabilities  1,390    
Noncontrolling interests  336    
Investment and other (gains) losses — net  (1,201)   
   
Change in cash and cash equivalents due to sale and deconsolidation of subsidiaries  1,873    
   
See notes to condensed consolidated financial statements.

- 4 -


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, 2011 and 2010, and 2009, and as of September 30, 2010,March 31, 2011, 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, 2009.2010.
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 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 from those estimates.
B. Consolidation.The condensed consolidated financial statements include all subsidiaries in which the Company owns more than 50% voting rights in electing directors and variable interest entities when required by FASB Accounting Standards Codification (ASC) 810-10-05.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 20% through 50% of the equity, are accounted for by the equity method.
C. Reclassifications.Certain amounts in the 20092010 interim financial statements have been reclassified for comparative purposes. Net losses, as previously reported, were not affected.
NOTE 2
Investments in debt and equity securities.The amortized costs and fair values follow:
                                
 September 30, 2010 December 31, 2009  March 31, 2011 December 31, 2010 
 Amortized Fair Amortized Fair  Amortized Fair Amortized Fair 
 costs values costs values  costs values costs values 
 ($000 omitted)  ($000 omitted) 
Debt securities:  
Municipal 39,915 42,183 55,788 58,222  36,582 37,109 39,589 40,185 
Corporate and utilities 221,526 236,291 235,282 237,100  228,068 228,080 228,270 229,972 
Foreign 150,569 154,749 141,376 140,993  160,350 161,376 155,977 157,745 
U.S. Government 18,541 20,807 28,407 29,766  19,414 20,841 20,792 22,422 
Mortgage-backed 111 86 112 86 
Equity securities   12 37  5,005 4,942   
    
 430,662 454,116 460,977 466,204  449,419 452,348 444,628 450,324 
    

- 5 -


Gross unrealized gains and losses were:
                                
 September 30, 2010 December 31, 2009  March 31, 2011 December 31, 2010 
 Gains Losses Gains Losses  Gains Losses Gains Losses 
 ($000 omitted)  ($000 omitted) 
Debt securities:  
Municipal 2,322 54 2,441 7  1,016 489 1,235 639 
Corporate and utilities 14,870 105 4,056 2,238  3,972 3,961 4,574 2,872 
Foreign 4,215 35 1,040 1,423  1,469 443 1,861 93 
U.S. Government 2,266  1,419 60  1,428 2 1,634 4 
Mortgage-backed  25  26 
Equity securities   25   17 78   
    
 23,673 219 8,981 3,754  7,902 4,973 9,304 3,608 
    

- 4 -


Debt securities as of September 30, 2010March 31, 2011 mature, according to their contractual terms, as follows (actual maturities may differ due to call or prepayment rights):
                
 Amortized Fair  Amortized Fair 
 costs values  costs values 
 ($000 omitted)  ($000 omitted) 
In one year or less 13,700 13,957  37,179 37,394 
After one year through five years 125,337 129,987  187,883 189,547 
After five years through ten years 227,329 239,353  174,752 175,247 
After ten years 64,185 70,733  44,600 45,218 
Mortgage-backed 111 86 
    
 430,662 454,116  444,414 447,406 
    
As of September 30,March 31, 2011, gross unrealized losses on investments 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, were:
                         
  Less than 12 months  More than 12 months  Total 
  Losses  Fair values  Losses  Fair values  Losses  Fair values 
          ($000 omitted)         
Debt securities:                        
Municipal  489   13,804         489   13,804 
Corporate and utilities  3,956   114,973   4   233   3,961   115,206 
Foreign  443   103,610         443   103,610 
U.S. Government  1   3,177   1   120   2   3,297 
Equity securities  79   3,676         78   3,676 
   
   4,968   239,240   5   353   4,973   239,593 
   
The unrealized loss positions were primarily caused by interest rate fluctuations. The number of investments in an unrealized loss position as of March 31, 2011 was 94. Since the Company does not intend to sell and will more-likely-than-not maintain each debt security until its anticipated recovery, and no significant credit risk is deemed to exist, these investments are not considered other-than-temporarily impaired.
As of December 31, 2010, gross unrealized losses on investments 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, were:
                         
  Less than 12 months  More than 12 months  Total 
  Losses  Fair values  Losses  Fair values  Losses  Fair values 
  ($000 omitted) 
   
Debt securities:                        
Municipal  53   3,583   1   26   54   3,609 
Corporate and utilities  105   5,092         105   5,092 
Foreign  35   20,281         35   20,281 
Mortgage-backed        25   86   25   86 
   
   193   28,956   26   112   219   29,068 
   
The unrealized loss positions were primarily caused by interest rate fluctuations. The number of investments in an unrealized loss position as of September 30, 2010 was 11. Since the Company does not intend to sell and will more-likely-than-not maintain each debt security until its anticipated recovery, and no significant credit risk is deemed to exist, these investments are not considered other-than-temporarily impaired.
                         
  Less than 12 months  More than 12 months  Total 
  Losses  Fair values  Losses  Fair values  Losses  Fair values 
          ($000 omitted)         
Debt securities:                        
Municipal  638   14,391   1   25   639   14,416 
Corporate and utilities  2,868   95,354   4   235   2,872   95,589 
Foreign  93   55,773         93   55,773 
U.S. Government  4   3,711         4   3,711 
   
   3,603   169,229   5   260   3,608   169,489 
   

- 65 -


As of December 31, 2009, gross unrealized losses on investments 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, were:
                         
  Less than 12 months  More than 12 months  Total 
  Losses  Fair values  Losses  Fair values  Losses  Fair values 
  ($000 omitted) 
Debt securities:                        
Municipal        7   353   7   353 
Corporate and utilities  2,010   121,398   228   11,860   2,238   133,258 
Foreign  1,423   13,911         1,423   13,911 
U.S. Government  60   9,086         60   9,086 
Mortgage-backed        26   86   26   86 
   
   3,493   144,395   261   12,299   3,754   156,694 
   
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. Foreign debt securities primarily include Canadian government bonds which aggregated $127.0 million and $114.9 million as of September 30, 2010 and December 31, 2009, respectively, and United Kingdom treasury bonds. The mortgage-backed securities are issued by U.S. Government-sponsored entities.
NOTE 3
Fair value measurements.The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value 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. The Fair Value Measurements Topic establishes 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.

- 7 -


As of September 30, 2010,March 31, 2011, financial instruments measured at fair value on a recurring basis are summarized below:
                        
 Fair value  Fair value 
 Level 1 Level 2 measurements  Level 1 Level 2 measurements 
 ($000 omitted)  ($000 omitted) 
Short-term investments 27,881  27,881  32,789  32,789 
Investments available-for-sale:  
Debt securities:  
Municipal  42,183 42,183   37,109 37,109 
Corporate and utilities  236,291 236,291   228,080 228,080 
Foreign 154,749  154,749  161,376  161,376 
U.S. Government 20,807  20,807  20,841  20,841 
Mortgage-backed 86  86 
Equity securities 4,942  4,942 
    
 203,523 278,474 481,997  219,948 265,189 485,137 
    
As of September 30, 2010,March 31, 2011, Level 1 financial instruments consist of short-term investments, U.S. and foreign government bonds and mortgage-backedequity securities. Level 2 financial instruments consist of municipal and corporate bonds. The municipal bonds are valued using a third-party pricing service, and the corporate bonds are valued using actual transaction levels, independent broker/dealer quotes or information, or a combination thereof. When no relevant broker/dealer information can be obtained, the third-party service price will be used. The third-party pricing service for both municipal and corporate bonds determines a consensus price derived from prices provided by various brokers/broker/dealers that meet certain statistical requirements within a predefined statistical deviation. If a consensus price cannot be determined, then, by using a recognized pricing model, a theoretical value, based on where similar bonds, as defined by credit quality and market sector have traded, is used.
Level 3 financial instruments are summarized below:
             
          Cash settlement 
          option of 
  Investments -      convertible 
  pledged  Line of credit  senior notes 
  ($000 omitted) 
December 31, 2009  202,007   (202,007)  (510)
Sold/redeemed  (216,141)  216,141    
Realized gains  14,134   (14,134)  510 
   
September 30, 2010         
   
As of September 30, 2010, assets measured at fair value on a nonrecurring basis are summarized below:
         
      Impairment loss 
  Level 3  recorded 
  ($000 omitted) 
Cost-basis investments  1,702   494 
   
The carrying amount of certain cost-basis investments exceeded their fair value and an impairment charge of $0.5 million was recorded in investment and other gains (losses) — net during the nine months ended September 30, 2010. The valuations were based on the values of the underlying assets of the investee.

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NOTE 4
Investment income.Gross realized investment and other gains and losses follows:
                        
 For the Three Months For the Nine Months  For the Three Months 
 Ended September 30, Ended September 30,  Ended March 31, 
 2010 2009 2010 2009  2011 2010 
 ($000 omitted)  ($000 omitted) 
Realized gains 1,860 1,634 13,399 6,951  851 3,194 
Realized losses  (636)  (2,606)  (1,467)  (13,964)  (719)  (281)
    
 1,224  (972) 11,932  (7,013) 132 2,913 
    
Expenses assignable to investment income were insignificant. There were no significant investments as of September 30, 2010March 31, 2011 that did not produce income during the year.
Proceeds from the sales of investments available-for-sale follows:
                 
  For the Three Months  For the Nine Months 
  Ended September 30,  Ended September 30, 
  2010  2009  2010  2009 
  ($000 omitted) 
Proceeds from sales of investments available-for-sale  40,051   30,590   140,986   181,475 
   
         
  For the Three Months 
  Ended March 31, 
  2011  2010 
  ($000 omitted) 
Proceeds from sales of investments available-for-sale  15,789   50,743 
   
For the ninethree months ended September 30,March 31, 2010, investment and other gains (losses) — net included realized gains of $6.3 million primarily from a transfer of the rights to internally developed software, $4.3$1.2 million from the sale of debt and equity investments available-for-sale, $1.2 million from the sale of interests in subsidiaries $0.6 million as a result of a reduction in accruals for office closure costs and $0.5 million from the change in fair value offor the cash settlement option related to the convertible senior notes. The realized gains were partially offset by realized losses of $0.7 million for the impairment of cost-basis investments.
For the nine months ended September 30, 2009, investment and other gains (losses) — net included realized losses of $9.9 million for the impairment of equity method and cost-basis investments, $1.8 million for office closure costs, $1.3 million for the impairment of equity securities available-for-sale and $0.8 million for the impairment and sale of real estate. These realized losses were partially offset by realized gains of $4.2 million related to the sale of debt and equity investments available-for-sale and $1.6 million related to the sale of a cost-basis investment.
NOTE 5
Share-based incentives.The Company accounts for its stock option plan in accordance with the Compensation — Stock Compensation Topic of the FASB ASC and uses the modified prospective method under which share-based compensation expense is recognized for new share-based awards granted, and any outstanding awards that are modified, repurchased or canceled subsequent to January 1, 2006. Compensation expense is based on the fair value of the options, which is estimated using the Black-Scholes Model. All options expire 10 years from the date of grant and are granted at the closing market price of the Company’s Common Stock on the date of grant. There are no unvested awards since all options are immediately exercisable.
There were no options granted for option awards during the three months ended March 31, 2011 and 2010 and, accordingly, no compensation expense has been reflected in the accompanying condensed consolidated financial statements.

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A summary of the Company’s stock option plan follows:
         
      Weighted- 
      average exercise 
  Options  prices ($) 
   
December 31, 2009  216,800   22.80 
Forfeited  (33,100)  17.28 
   
September 30, 2010  183,700   23.80 
   
         
      Weighted- 
      average exercise 
  Options  prices ($) 
December 31, 2010  183,700   23.80 
Forfeited  (25,000)  20.01 
   
March 31, 2011  158,700   24.39 
   
As of September 30, 2010,March 31, 2011, the weighted-average remaining contractual life of options outstanding was 2.62.4 years and there was no aggregate intrinsic value of dilutive options.
InDuring the three months ended March 2010,31, 2011, the Company granted 51,000 shares of fully vested, unrestricted Common Stock with a fair value of $0.7$0.6 million, which was recorded as compensation expense. During the same period, the Company also granted 37,000 shares of restricted Common Stock with a fair value of $0.5$0.4 million. The restricted Common Stock awards will vest at 20% each year over five years beginning after March 10, 2010.2012. Compensation expense associated with restricted stock awards will be recognized over this vesting period.
NOTE 6
Earnings per share.The Company’s basic earnings per share attributable to Stewart was calculated by dividing the net earnings (loss)loss attributable to Stewart by the weighted-average number of shares of Common Stock and Class B Common Stock outstanding during the reporting periods.
To calculate diluted earnings per share, net earningsincome and the number of shares are adjusted for the effects of any dilutive shares. Using the if-converted method, net earningsincome is adjusted for interest expense, net of any tax effects, applicable to the convertible senior notes.Convertible Senior Notes. The number of shares is adjusted by adding the number of dilutive shares, assuming they are issued, during the same reporting period. The treasury stock method is used to calculate the dilutive number of shares related to the Company’s stock option plan.
ForAs the Company reported a net loss for the three and nine months ended September 30,March 31, 2011 and 2010, and 2009, the Company did not have any dilutive sharesthere were no calculations of diluted per share amounts under the treasury stock method mentioned abovemethod.
Also, since the exercise prices of the options were greater than the weighted-average market values of the shares, which results in their exclusion from the diluted earnings calculation.
Since the Company reported a net loss after adjustments related to the if-converted method mentioned above for the three and nine months ended September 30,March 31, 2011 and 2010, there were no calculations of diluted per share amounts.
NOTE 7
Contingent liabilities and commitments.As of September 30, 2010,March 31, 2011, the Company was contingently liable for guarantees of indebtedness owed primarily to banks and others by certain third parties. The guarantees primarily relate to business expansion in prior years and expire no later than 2019. As of September 30, 2010,March 31, 2011, the maximum potential future payments on the guarantees amounted to $5.6$5.4 million. Management believes that the related underlying assets and available collateral, primarily corporate stock and title plants, would enable the Company to recover any amounts paid under the guarantees. The Company believes no reserve is needed since no payment is expected on these guarantees.

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In the ordinary course of business the Company guarantees the third-party indebtedness of certain of its consolidated subsidiaries. As of September 30, 2010,March 31, 2011, the maximum potential future payments on the guarantees were not more than the related notes payable recorded in the condensed consolidated balance sheet. The Company also guarantees the indebtedness related to lease obligations of certain of its consolidated subsidiaries. The maximum future obligations arising from these lease-related guarantees are not more than the Company’s future minimum lease payments. In addition, as of September 30, 2010March 31, 2011 the Company had unused letters of credit and other commitments amounting to $3.6$3.5 million, primarily related to performance bonds and workers’ compensation self-insurance coverage.
NOTE 8
Segment information.The Company’s two reportable segments are title insurance-related services (Title), which includes all corporate-level costs, including interest related to convertible senior notes, and real estate information (REI). Selected statement of operations information related to these segments follows:
                        
 For the Three Months For the Nine Months  For the Three Months 
 Ended September 30, Ended September 30,  Ended March 31, 
 2010 2009 2010 2009  2011 2010 
 ($000 omitted)  ($000 omitted) 
Revenues:  
Title 410,392 444,597 1,165,044 1,159,680  335,032 339,771 
REI 19,673 15,394 57,874 44,532  31,385 11,542 
    
 430,065 459,991 1,222,918 1,204,212  366,417 351,313 
    
  
Intersegment revenues:  
Title 17 582 202 1,201  34 62 
REI 711 681 1,894 2,427  659 553 
    
 728 1,263 2,096 3,628  693 615 
    
  
Depreciation and amortization:  
Title 4,585 6,358 14,833 20,142  4,221 5,217 
REI 547 604 1,911 1,681  609 719 
    
 5,132 6,962 16,744 21,823  4,830 5,936 
    
  
Earnings (loss) before taxes and noncontrolling interests: 
(Loss) earnings before taxes and noncontrolling interests: 
Title  (9,250)  (27,199)  (35,012)  (82,517)  (23,310)  (31,199)
REI 7,975 5,628 21,968 10,483  16,917 1,456 
    
  (1,275)  (21,571)  (13,044)  (72,034)  (6,393)  (29,743)
    
Selected balance sheet information as of September 30March 31 and December 31, respectively, related to these segments follows:
                
 2010 2009  2011 2010 
 ($000 omitted)  ($000 omitted) 
Identifiable assets:  
Title 1,072,718 1,314,787  1,049,947 1,082,083 
REI 57,254 54,373  64,375 59,123 
    
 1,129,972 1,369,160  1,114,322 1,141,206 
    

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Revenues generated in the United States and all international operations follows:
                        
 For the Three Months For the Nine Months  For the Three Months 
 Ended September 30, Ended September 30,  Ended March 31, 
 2010 2009 2010 2009  2011 2010 
 ($000 omitted)  ($000 omitted) 
United States 405,936 435,098 1,146,819 1,148,247  346,451 333,847 
International 24,129 24,893 76,099 55,965  19,966 17,466 
    
 430,065 459,991 1,222,918 1,204,212  366,417 351,313 
    
NOTE 9
Regulatory and legal developments.Stewart Title Guaranty Company (STGC) and Stewart Title Guaranty de Mexico, S.A. de C.V. (STGM) are defendants in a lawsuit pending in the State District Court of Harris County, Texas,Citigroup Global Markets Realty Corp. v. Stewart Title Guaranty Company. The lawsuit was filed in 2008 and concerns 16 owners’ and 16 lenders’ title insurance policies on 16 parcels of land in Mexico issued by STGM and reinsurance agreements by STGC. Citigroup Global Markets Realty Corp. asserted claims against STGC under reinsurance of the lenders’ policies. Thereafter, K.R. Playa VI, S de R.L. de C.V., the owner of the parcels, asserted claims against STGC and under the owners’ policies. In the second quarter of 2010, the State District Court ruled that it had jurisdiction over STGM and denied STGM’s plea in abatement requesting a stay of the lawsuit in Harris County pending the determination of the Mexican courts.
The lawsuit was tried on breach of the title insurance policies and reinsurance agreements. A jury trial began February 15, 2011. After a 10 week trial, the jury returned a verdict of no damages, favorable to STGC and STGM on April 29, 2011. Post-verdict motions remain to be heard prior to the entry of a final judgment.
In January 2009, an action was filed by individuals against Stewart Title Guaranty Company, Stewart Title of California, Inc., Cuesta Title Company and others in the Superior Court of California for the County of San Luis Obispo alleging that the plaintiffs have suffered damages relating to loans they made through Hurst Financial Corporation to an individual named Kelly Gearhart and entities controlled by Gearhart. Gearhart and Hurst have filed for bankruptcy. Thereafter, several other lawsuits making similar allegations, including a lawsuit filed by several hundred individuals, were filed in San Luis Obispo Superior Court, and one such lawsuit was removed to the United States District Court for the Central District of California. The defendants vary from case to case but Stewart Information Services Corporation, Stewart Title Company and Stewart Title Insurance Company have also each been sued in at least one of the cases. Each of the complaints alleges some combination of the following purported causes of action: breach of contract, negligence, fraud, aiding and abetting fraud, constructive fraud, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, financial elder abuse, violation of California Business and Professions Code Section 17200, violation of the Racketeer Influenced and Corrupt Organizations Act,negligent misrepresentation, conversion, conspiracy, alter ego, specific performance and declaratory relief. The Company has demurred to or moved to dismiss the complaints in the actions where responses to the complaints have been due. Although the San Luis Obispo Superior Court has sustained demurrers to certain causes of action and certain individuals and entities and dismissed Stewart Information Services Corporation from one case without leave to amend, the Court has overruled the demurrers as to some causes of action. Accordingly, the cases will proceed into discovery. No trial dates have been set. The United States District Court for the Central District of California granted the Company’s motion to dismiss the First Amended Complaint as to the claim for violation of the Racketeer Influenced and allowedCorrupt Organizations Act, with prejudice, and remanded the plaintiffs leaveremainder of the case to amend; the Company’sSan Luis Obispo Superior Court. Discovery has commenced. Several of the cases were the subject of a court-ordered mediation on February 21-22, 2011. The mediation was adjourned without reaching a settlement, but the mediation process remains open and may be resumed in the future. The Company filed a motion to dismisscoordinate the amended complaint is pending.cases for pretrial purposes, which was heard on April 14, 2011.

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At the hearing, the Court issued a minute order assigning all the cases to a single judge and directed the parties to submit a proposed order governing other aspects of pretrial coordination. No trial dates have been set. The Company intends to vigorously defend itself against the allegations and does not believe that the outcome of these matters will materially affect its consolidated financial condition or results of operations.
In February 2008, an antitrust class action was filed in the United States District Court for the Eastern District of New York against Stewart Title Insurance Company, Monroe Title Insurance Corporation, Stewart Information Services Corporation, several other unaffiliated title insurance companies and the Title Insurance Rate Service Association, Inc. (TIRSA). The complaint alleges that the defendants violated Section 1 of the Sherman Antitrust Act by collectively filing proposed rates for title insurance in New York through TIRSA, a state-authorized and licensed rate service organization.
Complaints were subsequently filed in the United States District Courts for the Eastern and Southern Districts of New York and in the United States District Courts in Pennsylvania, New Jersey, Ohio, Florida, Massachusetts, Arkansas, California, Washington, West Virginia, Texas and Delaware. All of the complaints make similar class action allegations, except that certain of the complaints also allege violations of the Real Estate Settlement Procedures Act (RESPA) and various state antitrust and consumer protection laws. The complaints generally request treble damages in unspecified amounts, declaratory and injunctive relief and attorneys’ fees. To date, 78 such complaints have been filed, each of which names the Company and/or one or more of its affiliates as a defendant (and have been consolidated in the aforementioned states), of which seven have been voluntarily dismissed.

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As of October 18, 2010,April 12, 2011, the Company has obtained dismissals of the claims in Arkansas, California, Delaware, Florida, Massachusetts, New Jersey, New York, Ohio, Pennsylvania (where plaintiffs may pursuethe court dismissed the damages claims and granted defendants summary judgment on the injunctive relief only)claims), Texas and Washington. The Company filed a motion to dismiss in West Virginia (where all proceedings have been stayed and the docket closed) and has moved for summary judgment on the claims for injunctive relief in Pennsylvania.. The plaintiffs have appealed the dismissal in Ohio to the United States Court of Appeals for the Sixth Circuit and the dismissaldismissals in Delaware, New Jersey and Pennsylvania to the United States Court of Appeals for the Third Circuit. The dismissals in New York and Texas have been affirmed by the United States Courts of Appeals for the Second and Fifth Circuits, respectively, and on October 4, 2010, the United States Supreme Court denied the plaintiffs’ petitions for review of those decisions. The Company has also movedplaintiffs have appealed to dismiss the remainingSecond Circuit the dismissal of the RESPA claims which are pendingby the court in New York. Although the Company cannot predict the outcome of these actions, it intends to vigorously defend itself against the allegations and does not believe that the outcome will materially affect its consolidated financial condition or results of operations.
The Company is also subject to other claims and lawsuits arising in the ordinary course of its business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiff seeks exemplary or treble damages in excess of policy limits. The Company does not expect that any of these proceedings will have a material adverse effect on its consolidated financial condition or results of operations. Along with the other major title insurance companies, the Company is party to a number of class action lawsuits concerning the title insurance industry. The Company believes that it has adequate reserves for the various litigation matters and contingencies discussed above 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 administrative actions and litigation relating to the basis on which premium taxes are paid in certain states. Additionally, the Company has received various other inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. The Company believes that 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 also 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.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S OVERVIEW
We reported a net loss attributable to Stewart of $22.6$10.3 million for the ninethree months ended September 30, 2010March 31, 2011 compared with a net loss attributable to Stewart of $81.9$29.0 million for the same period in 2009.2010. On a basic and diluted per share basis, our net loss attributable to Stewart was $1.23$0.55 for the ninefirst three months ended September 30, 2010of 2011 compared with a net loss attributable to Stewart of $4.51$1.59 for the first three months of 2010. Revenues were $366.4 million for the three months ended March 31, 2011 compared with $351.3 million for the three months ended March 31, 2010.
Although the first quarter is historically a slow three months in the real estate industry, with limited home sales activity and commercial transactions, results from operations improved significantly in the first quarter 2011 due to increased home sales and commercial transactions and fewer refinancing transactions. By comparison, the first quarter 2010 had high refinancing activity and augmented home sales due to the $8,000 homebuyer tax credit that was originally set to expire in June 2010, somewhat offset by delays in closings related to implementation of a new HUD-1 Settlement Statement.
Total revenues increased 4.3% in the first quarter 2011 compared with the same period in 2009.2010, but were down 18.5% sequentially from the fourth quarter 2010. Total expenses decreased 2.2% and 14.0% from the first and fourth quarters 2010, respectively.
Our Real Estate Information services segment (REI) achieved significant growth and profitability. REI revenues increased 171.9% and 34.7%, respectively, from the first and fourth quarters 2010. REI pre-tax profit was $16.9 million in the first quarter 2011 compared to $1.5 million in the same quarter of 2010 and rose 55.5% sequentially from the fourth quarter 2010.
Total title revenues in the first quarter 2011 decreased 0.3% compared with the same quarter in 2010 and declined 19.7% sequentially from the fourth quarter 2010. The decline resulted predominantly from a significant reduction in refinance activity as mortgage interest rates rose almost 100 basis points from mid-November 2010 to the end of March 2011 after remaining at historically low levels for most of 2010. As a result, there was an estimated $156 billion in total U.S. residential refinance activity in the first quarter 2011 compared to $198 billion in the first quarter 2010, a reduction of 21.3%. Revenues of $1.2 billionfrom direct operations for the nine months ended September 30, 2010 were relatively flat when compared to the nine months ended September 30, 2009.
Total revenues declined 6.5% in the thirdfirst quarter of 20102011 increased 7.5% compared to the same periodquarter in 2009,2010 and operating revenues decreased 6.9%. Revenuesdeclined 19.9% compared to the fourth quarter 2010.
Losses from direct title operations decreased 8.4% inpolicy claims increased 18.5% for the thirdfirst quarter of 20102011 compared to the same period in the prior year. Although total orders closed for the quarter declined 15.5%, revenue per closing increased 3.2% to $1,845. This increase in overall revenue per order is due to the current quarter’s closings being less heavily weighted to refinancing transactions than in the prior year’s quarter. Revenues from agency operations2010 and decreased 7.9% in the third quarter of 201031.6% compared to the thirdfourth quarter 2010. As a percentage of 2009.title revenues, title losses were 9.4%, 7.9% and 11.1% in the first quarter 2011, first quarter 2010 and the fourth quarter 2010, respectively. The first quarter 2011 included charges of $5.7 million relating primarily to changes associated with legal costs for the Citigroup matter (see Item 1, Legal Proceedings), and the fourth quarter 2010 included a $5.1 million reserve strengthening charge. Excluding the impact of the reserve strengthening charges and large losses in these periods, title losses were 7.7% in the first quarters 2011 and 2010 and 9.8% in the fourth quarter 2010. Cash claim payments decreased 5.6% from the first quarter 2010 and 7.0% from the fourth quarter 2010, resulting in a return to a lower provisioning rate for title losses from the year 2010 level. We experienced no agency defalcation losses individually exceeding $1.0 million this quarter and only five such claims have been reported (averaging less than $1.5 million each) in the previous seven quarters.

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Third quarter title revenues were not impacted by the temporary suspension of foreclosures announced by certain lenders. Although a disruption in the foreclosure process by lenders could negatively impact revenues and, ultimately, earnings in the short term, the anticipated volume of REO properties for sale indicates that a number of properties will soon be placed on the market. Distressed properties (including REO and short sales) that will be marketed are generally offered at some discount and this, combined with historically low interest rates, creates a positive environment for home sales. Stewart Title Guaranty Company issued a bulletin to title agencies and owned offices providing underwriting guidelines and standards to enable them to insure REO sale transactions.
Our lender services operations in the REI segment reported an increase in revenues of 27.8% for the third quarter of 2010 compared to the third quarter of 2009, but revenues were down 26.2% sequentially from the second quarter of 2010. Demand for loan modification services, a product introduced in the second quarter of 2009, retreated somewhat in the third quarter relative to the second quarter of 2010 as the need for this product is dependent on the number and scale of government programs and lender projects and can fluctuate significantly from quarter to quarter.
Title losses in the third quarter of 2010 were 9.6% of title revenues, declining from 12.6% in the third quarter of 2009, and slightly higher than the 9.3% recorded in the second quarter of 2010. Included in the current quarter’s title losses are accruals aggregating $4.9 million resulting from changes in the estimated legal costs for several existing large title claims that we are working to resolve. Included in the third quarter of 2009 were accruals totaling $18.6 million relating to a reserve strengthening charge and large title claims. Losses incurred on known claims year-to-date have decreased 14.6% compared to the prior year period. Nevertheless, cash claims payments remain elevated and, consequently, we have maintained a relatively high provisioning rate for title losses. We have had no reserve strengthening charges for the last four quarters, and agency defalcation losses greater than $1 million have been greatly reduced. Five such losses were reported in the last five quarters (averaging less than $1.5 million each), and none were reported in the current quarter. Previously canceled agents accounted for approximately 45% of cash claim payments in the third quarter of 2010.
CRITICAL ACCOUNTING ESTIMATES
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.
Title loss reserves
Our most critical accounting estimate is providing reserves for title losses associated with issued title insurance policies. Our liability for estimated title losses as of September 30, 2010March 31, 2011 comprises both known claims ($151.9141.3 million) and our estimate of claims that may be reported in the future ($335.7351.9 million). The amount of the reserve represents the aggregate future payments (net of recoveries recognized) that we expect to incur on policy and escrow losses and in costs to settle claims.
Provisions for title losses, as a percentage of title operating revenues, were 9.0%9.4% and 12.3%7.9% for the ninethree months ended September 30,March 31, 2011 and 2010, and 2009, respectively. Actual loss payment experience, including the impact of payments on large losses as well as changes in estimates for large losses, is the primary reason for increases or decreases in our loss provision. A change of 100 basis points in this percentage, a reasonably likely scenario based on our historical loss experience, would have increased or decreased our provision for title losses and pretax operating results approximately $11.4$3.3 million for the ninethree months ended September 30, 2010.March 31, 2011.

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Our method for recording the reserves for title losses on both an interim and annual basis begins with the calculation of our current loss provision rate, which is applied to our current premiums resulting in a title loss expense for the period. This loss provision rate is set to provide for losses on current year policies, including the costs of administering, investigating, and/or defending claims, and is determined using moving average ratios of recent actual policy loss payment experience (net of recoveries recognized) to premium revenues.
At each quarter end, our recorded reserve for title losses begins with the prior period’s reserve balance for claim losses, adds the current period provision to that balance and subtracts actual paid claims, resulting in an amount that our management compares to its actuarially-based calculation of the ending reserve balance to provide for future title losses. The actuarially-based calculation is a paid loss development calculation where loss development factors are selected based on company data and input from our third-party actuaries. We also obtain input from third-party actuaries in the form of a reserve analysis utilizing generally accepted actuarial methods. While we are responsible for determining our loss reserves, we utilize this actuarial input to assess the overall reasonableness of our reserve estimation. If our recorded reserve amount is within a reasonable range (+/- 3.0%) of our actuarially-based reserve calculation and the actuary’s point estimate, but not at the point estimate, our management assesses the major factors contributing to the different reserve estimates in order to determine the overall reasonableness of our recorded reserve, as well as the position of the recorded reserves relative to the point estimate and the estimated range of reserves. The major factors considered can change from period to period and include items such as current trends in the real estate industry (which management can assess although there is a time lag in the development of this data for use by the actuary), the size and types of claims reported and changes in our claims management process. If the recorded amount is not within a reasonable range of our third-party actuary’s point estimate, we will adjust the recorded reserves in the current period and reassess the provision rate on a prospective basis. Once our reserve for title losses is recorded, it is reduced in future periods as a result of claims payments and may be increased or reduced by revisions to our estimate of the overall level of required reserves.
Large claims (those exceeding $1.0 million on a single claim), including large title losses due to independent agency defalcations, are analyzed and reserved for separately due to the higher dollar amount of loss, lower volume of claims reported and sporadic reporting of such claims. Large title losses due to independent agency defalcations typically occur when the independent agency misappropriates funds from escrow accounts under its control.

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Such losses are usually discovered when the independent agency fails to pay off an outstanding mortgage loan at closing (or immediately thereafter) from the proceeds of the new loan. Once the previous lender determines that its loan has not been paid off timely, it will file a claim against the title insurer. It is at this point that the title insurance underwriter is alerted to the potential theft and begins its investigation. As is industry practice, these claims are considered a claim on the newly issued title insurance policy since such policy insures the holder (in this case, the new lender) that all previous liens on the property have been satisfied. Accordingly, these claim payments are charged to policy loss expense. These incurred losses are typically more severe in terms of dollar value compared with traditional title policy claims sincebecause the independent agency is often able over time to conceal misappropriation of escrow funds relating to more than one transaction through the constant volume of funds moving through its escrow accounts. As long as new funds continue to flow into escrow accounts, an independent agencyagent can mask one or more defalcations. In declining real estate markets, lower transaction volumes result in a lower incoming volume of funds, making it more difficult to cover up the misappropriation with incoming funds. Thus, when the defalcation is discovered, it often relates to several transactions. In addition, the overall decline in an independent agency’s revenues, profits and cash flows increases the agency’s incentive to improperly utilize the escrow funds from real estate transactions.

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Internal controls relating to independent agencies include, but are not limited to, pre-signing and periodic audits, site visits and reconciliations of policy inventories and premiums. The audits and site visits cover examination of the escrow account bank reconciliations and an examination of a sample of closed transactions. In some instances, we are limited in our scope by attorney agenciesagents who cite client confidentiality. Certain states have mandated a requirement for annual reviews of all agenciesagents by their underwriter. We also determine whether our independent agencies have appropriate internal controls as defined by the American Land Title Association and us. However, even with adequate internal controls in place, their effectiveness can be circumvented by collusion or improper management override at the independent agencies. To aid in the selection of independent agencies to review, we have developed an agency risk model that aggregates data from different areas to identify possible problems. This is not a guarantee that all independent agencies with deficiencies will be identified. In addition, we are typically not the only underwriter for which an independent agency issues policies, and independent agencies may not always provide complete financial records for our review.
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 estimate.
Agency revenues
We recognize revenues on title insurance policies written by independent agencies (agencies) when the policies are reported to us. In addition, where reasonable estimates can be made, we accrue for revenues on policies issued but not reported until after period end. We believe that reasonable estimates can be made when recent and consistent policy issuance information is available. Our estimates are based on historical reporting patterns and other information about our agencies. We also consider current trends in our direct operations and in the title industry. In this accrual, we are not estimating future transactions. We are estimating revenues on policies that have already been issued by agencies but not yet reported to or received by us. We have consistently followed the same basic method of estimating unreported policy revenues for more than 10 years.
Our accruals for revenues on unreported policies from agencies were not material to our consolidated assets or stockholders’ equity as of September 30, 2010March 31, 2011 and December 31, 2009.2010. The differences between the amounts our agencies have subsequently reported to us compared to our estimated accruals are substantially offset by any differences arising from prior years’ accruals and have been immaterial to consolidated assets and stockholders’ equity during each of the three prior years. We believe our process provides the most reliable estimate of the unreported revenues on policies and appropriately reflects the trends in agency policy activity.

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Goodwill and other long-lived assets
Our evaluation of goodwill is normally completed annually in the third quarter using June 30 balances, but an evaluation may also be made whenever events may indicate impairment. This evaluation is based on a combination of a discounted cash flow analysis (DCF) and market approaches that incorporate market multiples of comparable companies and our own market capitalization. The DCF model utilizes historical and projected operating results and cash flows, initially driven by estimates of changes in future revenue levels, and risk-adjusted discount rates. Our projected operating results are primarily driven by anticipated mortgage originations, which we obtain from projections by industry experts. Fluctuations in revenues, followed by our ability to appropriately adjust our employee count and other operating expenses, are the primary reasons for increases or decreases in our projected operating results. Our market-based valuation methodologies utilize (i) market multiples of earnings and/or other operating metrics of comparable companies and (ii) our market capitalization and a control premium based on market data and factors specific to our ownership and corporate governance structure (such as our Class B Common Stock). To the extent that our future operating results are below our projections, or in the event of continued adverse market conditions, an interim review for impairment may be required, which may result in an impairment of goodwill.

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We evaluate goodwill based onseparately for our two reporting units (Title and REI). Goodwill is assigned to these reporting units at the time the goodwill is initially recorded. Once assigned to a reporting unit, the goodwill is pooled and no longer attributable to a specific acquisition. All activities within a reporting unit are available to support the carrying value of the goodwill.
We also evaluate the carrying values of title plants and other long-lived assets when events occur that may indicate impairment. The process of determining impairment for our goodwill and other long-lived assets relies on projections of future cash flows, operating results, discount rates and overall market conditions, including our market capitalization. Uncertainties exist in these projections and they are subject to changes relating to factors such as interest rates and overall real estate and financial market conditions, our market capitalization and overall stock market performance. Actual market conditions and operating results may vary materially from our projections.
Based on this evaluation, we estimate and expense to current operations any loss in value of these assets. As part of our process, we obtain input from third-party appraisers regarding the fair value of our reporting units. While we are responsible for assessing whether an impairment of goodwill exists, we utilize the input from third-party appraisers to assess the overall reasonableness of our conclusions. There were no impairment charges forwrite-offs of goodwill or material impairment charges for other long-lived assets during the ninethree months ended September 30, 2010March 31, 2011 or 2009.2010.
Operations.Our business has two main operating segments: title insurance-related services and real estate information (REI). These segments are closely related due to the nature of their operations and common customers.
Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes and commercial and other real properties located in all 50 states, the District of Columbia and international markets through policy-issuing offices and agencies. We also provideOur REI segment provides electronic delivery of data, products and services related to real estate and mortgage loss mitigation, default services, post-closing lender services, loan modification services, asset recovery services, loan default services, automated county clerk land records, property ownership mapping, geographic information systems, property information reports, document preparation, background checks and expertise in Internal Revenue Code Section 1031 tax-deferred property exchanges.

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Factors affecting revenues.The principal factors that contribute to changes in operating revenues for our title and REI segments include:
mortgage interest rates;
ratio of purchase transactions compared with refinance transactions;
ratio of closed orders to open orders;
home prices;
consumer confidence;
demand by buyers;
number of households;
availability of loans for borrowers;
premium rates;
market share;
opening of new offices and acquisitions;
number of commercial transactions, which typically yield higher premiums; and
government or regulatory initiatives, including tax incentives.
mortgage interest rates;
ratio of purchase transactions compared with refinance transactions;
ratio of closed orders to open orders;
home prices;
volume of distressed property transactions;
consumer confidence;
demand by buyers;
number of households;
availability of loans for borrowers;
premium rates;
market share;
opening of new offices and acquisitions;
number of commercial transactions, which typically yield higher premiums; and
government or regulatory initiatives, including tax incentives
To the extent inflation causes increases in the prices of homes and other real estate, premium revenues are also increased. Conversely, falling home prices cause premium revenues to decline. Premiums are determined in part by the insured values of the transactions we handle. These factors may override the seasonal nature of the title insurance business. Historically, our first quarter is the least active and our third and fourth quarters are the most active in terms of title insurance revenues.

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RESULTS OF OPERATIONS
Comparisons of our results of operations for the three and nine months ended September 30, 2010March 31, 2011 with the three and nine months ended September 30, 2009March 31, 2010 follow. Factors contributing to fluctuations in our results of operations are presented in the order of their monetary significance and we have quantified, when necessary, significant changes. Results from our REI segment are included in our discussions regarding the three and nine months ended September 30, 2010. WhenMarch 31, 2011 and when relevant, we have discussed our REI segment’s results separately.
Our statements on home sales and loan activity are based on published industry data from sources including Fannie Mae, the National Association of Realtors®, the Mortgage Bankers Association and Freddie Mac. We also use information from our direct operations.
Operating environment.Data for September 2010as of March 2011 compared with the same period in 20092010 indicates annualized sales of new homes, seasonally adjusted, decreased 21.9%, and sales of existing homes, seasonally adjusted, decreased 21.5%, and 19.1%, respectively. September 20106.3%. March 2011 existing home sales were at a seasonally adjusted annual rate of 4.535.1 million versus 5.605.4 million a year earlier. New and existing home prices and salesales transactions have declined since the expiration of the homebuyer tax credit in the second quarter of 20102010; even though interest rates continue to be relatively low.low by historical standards, general economic conditions conducive to the housing market such as low unemployment, increasing household formation, and a comparatively low inventory of unsold homes, are not present. In addition, rates have generally increased over the first quarter 2011 which could have a negative impact on transaction volumes. One-to-four family residential lending decreasedincreased from an estimated $425$303 billion in the thirdfirst quarter of 20092010 to $349$473 billion in the secondfourth quarter of 2010 (most recent actual data available), primarily driven by an estimated $88$170 billion decreaseincrease in refinancing originations from the thirdfirst quarter of 20092010 to the secondfourth quarter of 2010 (most recent data available). Commercial lending activity industry-wide improved by 1%88% in the secondfourth quarter of 2010 (most recent data available) compared with the same period of 2009 and improved 35% compared with the first quarter of 2010.2009.
According to Fannie Mae and other industry experts, the real estate and related lending markets continue to face challenges due to weakened consumer confidence, partially resulting from high unemployment.
Nine months ended September 30, Mortgage originations are forecasted to decrease from $1.5 trillion in 2010 compared with nine months ended September 30, 2009to $1.0 trillion in 2011 primarily due to an expected reduction in refinance originations by 61%, or $643 billion.

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Title revenues.Revenues from direct title operations decreased $40.3increased $9.7 million, or 8.0%7.5%, in the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 2009, partially2010 primarily due to the salean increased number of closings and deconsolidation of several subsidiaries, as well as significantly fewer refinancingan increase in commercial and large transactions. The largest revenue decreasesincreases were in Texas and California. These revenue increases were offset somewhat by decreases were partially offset by improvements in our international and commercial revenues for the first nine months of 2010 compared to the first nine months of 2009.New York. Revenues from commercial and other large transactions increased $13.0$5.5 million, or 25.0%28.3%, in the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 2009.2010.
Direct operating revenues, excluding large commercial policies, decreased 11.8%orders closed increased 1.3% in the first nine monthsquarter of 20102011 compared to the first nine months of 2009, primarily due to a 23.0% decrease in direct orders closed during the same period. The average revenue per closing, excluding large commercial policies, increased 14.6% in the first nine monthsquarter of 2010 compared to the first nine months of 2009. Despite the decrease in direct orders closed in the first nine months of 2010 compared to the first nine months of 2009,and the average revenue per closing, including large commercial policies,file closed increased 19.6% during5.9% for the same period. Our decrease in direct orders closed and increase in average revenue per closing wereis driven by a different mixchange in the type of closingsorder closed, with the first nine monthsquarter of 20102011 experiencing more large commercial closings, more residential sale transactions and fewer residential refinancing closingsrefinancings than in the first nine monthsquarter of 2009.2010. Also, the first quarter of 2010 was negatively impacted by revised and expanded HUD-1 rules. On average, refinance premium rates are 60% of the title premium revenue of a similarly priced sale transaction. Direct operating revenues, excluding large commercial policies, increased 3.5% in the first quarter of 2011 compared to the first quarter of 2010. The average revenue per closing, excluding large commercial policies, increased 2.2% in the first quarter of 2011 compared to the first quarter of 2010.
Revenues from independent agencies increased $27.9decreased $10.8 million, or 4.3%5.3%, in the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 2009.2010. This increasedecrease is largely due to significant increasesthe decline in revenuestransaction volumes from existing agencies,large agents as well asa result of fewer refinancing transactions occurring in the additionfirst quarter of new, higher-remitting, lower-risk agencies. These increases resulted from2011 compared with the uneven recoverysame period in certain real estate markets with a higher concentration of agency business.2010. The largest increasesdecreases in revenues from agencies during the first ninethree months of 2010ended March 31, 2011 were in California, Florida, Virginia and New Jersey, and Texas.partially offset by increases in New York.

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TheSince the beginning of the downturn in real estate markets, the median sellinghome sale price of homes has fallen 23.5%28.9% from August 2007 to September 2010,March 31, 2011, which has resulted in lower premium revenue per resale closing. As a consequence, in 2009 we began a review of our premium rates in all states. Where possible, we are seeking to raise rates or to modify agency splits (the(to increase the percent of premium remittedpaid to the underwriter with the remainder retained by the agency)underwriter) to levels necessary to improve profitability from our agency operations. To date, we have increased title premium rates in 1927 states and are renegotiating agencyhave increased remittance rates with our independent agencies in 3938 states. In addition,As these efforts were ongoing during most of 2010, we have raised rates on certain service fees.not yet realized a full year of increased remittances.
REI revenues.Real estate information operating revenues increased $13.3$19.8 million, or 30.0%171.9%, in the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 2009.2010. The increase was primarily due to a significant riseincrease in demand for our loan modification services. Demand for these services is dependent on the number and scale of governmental programs and lender projects and can fluctuate significantly from quarter to quarter.
Investment income.Investment income decreased $1.3$0.9 million, or 8.0%19.3%, in the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 2009,2010, primarily due to decreases in the average invested balances and, to a lesser extent, decreases in yield. The decreases were partially offset by a one-time royalty payment of $1.2 million received in June 2010. Certain realized investment gains and losses, which are included in our results of operations in investment and other gains (losses) — net, arise fromwere realized as part of the ongoing management of our investment portfolio for the purpose of improving performance.
For the ninethree months ended September 30,March 31, 2010, investment and other gains (losses) — net included realized gains of $6.3 million primarily from a transfer of the rights to internally developed software, $4.3$1.2 million from the sale of debt and equity investments available-for-sale, $1.2 million from the sale of interests in subsidiaries $0.6 million as a result of a reduction in accruals for office closure costs and $0.5 million from the change in fair value offor the cash settlement option related to the convertible senior notes. The realized gains were partially offset by realized losses of $0.7 million for the impairment of cost-basis investments.
For the nine months ended September 30, 2009, investment and other gains (losses) — net included realized losses of $9.9 million for the impairment of equity method and cost-basis investments, $1.8 million for office closure costs, $1.3 million for the impairment of equity securities available-for-sale and $0.8 million for the impairment and sale of real estate. These realized losses were partially offset by realized gains of $4.2 million related to the sale of debt and equity investments available-for-sale and $1.6 million related to the sale of a cost-basis investment.
Retention by agencies.Amounts retained by title agencies are based on agreements between agencies and our title insurance underwriters. The average retention percentage may vary from year-to-year due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. On average, amounts retained by independent agencies, as a percentage of revenues generated by them, were 83.2%82.6% and 82.4%83.3% in the first nine monthsquarters of 2011 and 2010, and 2009, respectively. The increase in the first nine months of 2010 compared to the first nine months of 2009 is primarily due to the uneven recovery of real estate markets across the nation; those states with higher agency retention percentages have experienced a disproportionate increase in transaction activity. As markets recover nationally, we expect the mix of agency business to normalize, resulting in lower average retention percentages in the aggregate. In addition, we are

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We actively modifyingincreased remittance rates with many of our independent agencies, increasing the amount of premiums remitted by our independent agencies to our underwriters.underwriters in 2010 and continuing into 2011. As these efforts were ongoing during most of 2010, we have not yet realized a full year of increased remittances. The fluctuation in remittance rates for the first quarter of 2011 compared with the same period in 2010 was also affected by the uneven recovery of real estate markets across the nation; those states with higher agency retention percentages experienced a disproportionate decrease in transaction activity in the first quarter of 2011. The geographic shifts in business activity may cause some quarter-to-quarter remittance rate fluctuation. However as the year progresses, the overall remittance rate should remain on an upward trajectory as we complete this nationwide transition to higher remittance levels. In addition, we expect the mix of agency business to normalize as real estate markets continue to stabilize nationally resulting in lower average retention percentages in the aggregate.

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Employee costs.Our employee costs and certain other operating expenses are sensitive to inflation. Employee costs for the combined business segments decreased $15.3 million, or 4.2%, in the first nine months ofquarter 2011 were down 2.3 percent sequentially from the fourth quarter 2010 compared toand up 3.4 percent from the first nine months of 2009. Totalquarter 2010. The increase in employee costs were reduced in the first nine monthsquarter of 20102011 compared with the same quarter in the prior year corresponded to the first nine months of 2009 due to employee count reduction initiativesincrease in revenues, especially in the REI segment and the saleaffiliated direct and deconsolidation of several subsidiaries. We reduced our employee count company-widecommercial operations. Headcount has declined by approximately 140 during the first nine months ofover 150 since March 31, 2010 and 180approximately 70 since the third quarter of 2009, excluding the impact of deconsolidation of several subsidiaries. The cost impact of these decreases was partially offset by increasesyear end 2010. We anticipate a continued reduction in state unemployment tax rates in certain states.
In our REI segment, total employee costs increased $1.9 million, or 9.0%, in the first nine months2011 as we complete deployment of 2010 compared to the first nine monthsa new and more efficient title production system and begin implementation of 2009, primarily due to increases in staffing driven by increased demand for our loan modification services.new underwriter policy and claims management system.
Other operating expenses.expenses. Other operating expenses include costs that are fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues and costs that fluctuate independently of revenues. Costs that are fixed in nature include attorney fees, equipment rental, insurance, professional fees, rent and other occupancy expenses, repairs and maintenance, technology costs, telephone and title plant rent. Costs that follow, to varying degrees, changes in transaction volumes and revenues include fee attorney splits, bad debt expenses, certain REI expenses, copy supplies, delivery fees, outside search fees, postage, premium taxes and title plant expenses. Costs that fluctuate independently of revenues include auto and airplane expenses, general supplies, litigation defense and settlement costs, promotion costs and travel.
OtherIn the first quarter of 2011 compared with the same period in 2010, other operating expenses for the combined business segments decreased $11.3$5.3 million, or 5.3%, in the first nine months of 2010 compared to the first nine months of 2009.8.2%. Costs fixed in nature decreased $4.5$3.5 million, or 4.8%11.4%, in the first nine monthsquarter of 2010 compared with the first nine months of 2009. The decrease in costs fixed in nature is2011, primarily due to decreases in insurance, rent and other occupancy expenses related to office closures in prior years, and attorney fees, partially offset by increases in professional fees and insurance.other cost reduction efforts. Costs that follow, to varying degrees, changes in transaction volumes and revenues decreased $10.1$0.7 million, or 11.8%3.1%, in the first nine monthsquarter of 2010 compared with the first nine months of 2009, excluding a $3.0 million credit relating to a reversal of an accrual for a legal matter resolved in our favor in the first nine months of 2009.2011. This decrease was primarily related to the declinedecreases in transaction volumebad debt expense, attorney fees and title plant expenses, partially offset by increases in our direct operations.premium taxes, postage and delivery. Costs that fluctuate independently of revenues were relatively unchangeddecreased $1.1 million, or 9.6%, in the first nine monthsquarter of 2010 compared with the first nine months of 2009.2011, primarily due to a decrease in litigation-related costs.
Title losses.Provisions for title losses, as a percentage of title operating revenues, were 9.0%9.4% and 12.3%7.9% for the first nine monthsquarters of 2011 and 2010, and 2009, respectively. The first quarter of 2011 included $5.7 million related to changes associated with legal costs for existing large title claims, primarily the Citigroup matter discussed in note 9. Excluding the impact of large losses, title losses were 7.7% of title revenues for both periods. The fourth quarter 2010 included a $5.1 million reserve strengthening charge. Provisions for title losses, as a percentage of title revenues, were 11.1% in the first nine monthsfourth quarter of 2010 included an $11.5 million charge relating to adjustments to previously recorded large title losses, partially offset by an insurance recoveryand excluding the impact of $1.3 million on a previously recognized title loss.
The first nine months of 2009 includedthe reserve strengthening adjustments of $31.7 million relating to policy years 2005, 2006 and 2007 due to higher than expected loss payments and incurred loss experience for these policy years. The increase in loss payment experience for recent policy years resulted in an increasecharge in the loss ratio relatedperiod were 9.8%. Cash claim payments decreased 5.6% from the first quarter 2010 and 7.0% from the fourth quarter 2010, resulting in a return to revenues recognized on policies issued in 2009, and, accordingly, a $3.8 million catch-up adjustment was recorded to title losses in the third quarter of 2009. Provisionslower provisioning rate for title losses infrom the first nine months of 2009 also include charges of $27.2 million relating to large title claims including several independent agency defalcations and mechanic lien claims. These charges were partially offset by insurance recoveries of $10.5 million on previously recognized title losses.year 2010 level.

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Income taxes.Our effective tax rates were (23.5%(43.7%) and (4.8%)5.0% for the first ninethree months of 20102011 and 2009,2010, respectively, based on losses before taxes and after deducting earnings of noncontrolling interests, which aggregated $18.3$7.2 million and $78.2$30.5 million for the first ninethree months of 20102011 and 2009,2010, respectively. Our effective income tax rate for the first ninethree months of 20102011 was significantly impacted by an $8.2a net $2.8 million increase in the valuation allowance against our deferred tax assets. The valuation allowance will be evaluated for reversal, subject to certain potential limitations, as we return to profitability. The

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In addition, income tax expense recorded in the first ninethree months of 2010 consists of2011 includes foreign, state and state taxes andfederal income taxes associated with subsidiariessubsidiary earnings that are not included in our U.S. consolidated federal tax return, net of tax benefits from certain tax credits.return.
Our effective income tax rate for the first nine months of 2009 was significantly impacted by a valuation allowance against our deferred tax assets. Our 2009 annual effective tax rate was 27.9%.
Three months ended September 30, 2010 compared with three months ended September 30, 2009
Title revenues.Revenues from direct title operations decreased $14.8 million, or 8.4%, in the third quarter of 2010 compared to the third quarter of 2009. Revenues from our direct title operations decreased for the third quarter of 2010 compared to the third quarter of 2009, primarily due to the sale and deconsolidation of several subsidiaries. The largest revenue decreases were in Texas and California. These revenue decreases were partially offset by improvements in our commercial revenues for the third quarter of 2010 compared to the third quarter of 2009. Revenues from commercial and other large transactions increased $4.7 million, or 26.4%, in the third quarter of 2010 compared to the third quarter of 2009.
Direct operating revenues, excluding large commercial policies, decreased 13.0% in the third quarter of 2010 compared to the third quarter of 2009, primarily due to a 15.5% decrease in direct orders closed during the same period. The average revenue per closing, excluding large commercial policies, increased 3.0% in the third quarter of 2010 compared to the third quarter of 2009. Despite the decrease in direct orders closed in the third quarter of 2010 compared to the third quarter of 2009, the average revenue per closing, including large commercial policies, increased 7.8% in the third quarter of 2010 compared to the third quarter of 2009. Our decrease in direct orders closed and increase in average revenue per closing were driven by a different mix of orders, with the third quarter of 2010 experiencing more large commercial closings than in the third quarter of 2009. On average, refinance premium rates are 60% of the title premium revenue of a similarly priced sale transaction.
Revenues from independent agencies decreased $20.9 million, or 7.9%, in the third quarter of 2010 compared to the third quarter of 2009. This decrease is largely due to lower real estate transaction volume. The largest decreases in revenues from agencies during the third quarter of 2010 were in Pennsylvania, Virginia and Utah.
REI revenues.Real estate information operating revenues increased $4.3 million, or 27.8%, in the third quarter of 2010 compared to the third quarter of 2009. The increase was primarily due to a significant rise in demand for our loan modification services. Demand for these services is dependent on the number and scale of governmental programs and lender projects and can fluctuate significantly from quarter to quarter.
Investment income.Investment income decreased $0.7 million, or 13.6%, in the third quarter of 2010 compared to the third quarter of 2009. Investment income decreased primarily due to decreases in yield, and, to a lesser extent, decreases in the average invested balances. Certain realized investment gains and losses, which are included in our results of operations in investment and other gains (losses) — net, arise from the ongoing management of our investment portfolio for the purpose of improving performance.
For the third quarter of 2010, investment and other gains (losses) — net included realized gains of $1.4 million primarily from the sale of debt and equity investments available-for-sale, partially offset by realized losses of $0.5 million for the impairment of cost-basis investments.

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For the third quarter of 2009, investment and other gains (losses) — net included realized losses of $2.3 million for the impairment of cost-basis investments, partially offset by realized gains of $1.2 million for the sale of debt and equity investments available-for-sale.
Retention by agencies.Amounts retained by title agencies are based on agreements between agencies and our title underwriters. The average retention percentage may vary from year-to-year due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. On average, amounts retained by independent agencies, as a percentage of revenues generated by them, were 83.2% and 82.2% in the third quarters of 2010 and 2009, respectively. The increase in the third quarter of 2010 compared to the third quarter of 2009 is primarily due to the uneven recovery of real estate markets across the nation; those states with higher agency retention percentages have experienced a disproportionate increase in transaction activity. As markets recover nationally, we expect the mix of agency business to normalize, resulting in lower average retention percentages in the aggregate. In addition, we are actively modifying remittance rates with many of our independent agencies, increasing the amount of premiums remitted by our independent agencies to our underwriters.
Employee costs.Our employee costs and certain other operating expenses are sensitive to inflation. Employee costs for the combined business segments decreased $11.8 million, or 9.4%, in the third quarter of 2010 compared to the third quarter of 2009. Total employee costs were reduced in the third quarter of 2010 compared to the third quarter of 2009 due to employee count reduction initiatives and the sale and deconsolidation of several subsidiaries. Even though total title orders opened in the third quarter of 2010 increased 6.7% compared to the third quarter of 2009, we reduced our employee count company-wide by approximately 80 during the third quarter of 2010 in an effort to adjust staffing levels to reflect market activity.
In our REI segment, total employee costs were relatively flat in the third quarter of 2010 compared to the third quarter of 2009, primarily due to adjustments in staffing levels due to variability in demand for our loan modification services. A continual focus on production efficiencies allowed us to accomplish this even though revenues increased 27.8%.
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 and costs that fluctuate independently of revenues. Costs that are fixed in nature include attorney fees, equipment rental, insurance, professional fees, rent and other occupancy expenses, repairs and maintenance, technology costs, telephone and title plant rent. Costs that follow, to varying degrees, changes in transaction volumes and revenues include fee attorney splits, bad debt expenses, certain REI expenses, copy supplies, delivery fees, outside search fees, postage, premium taxes and title plant expenses. Costs that fluctuate independently of revenues include auto and airplane expenses, general supplies, litigation defense and settlement costs, promotion costs and travel.
Other operating expenses for the combined business segments decreased $6.1 million, or 8.0%, in the third quarter of 2010 compared to the third quarter of 2009. Costs fixed in nature were relatively flat in the third quarter of 2010, as decreases in rent and other occupancy expenses and attorney fees were partially offset by increases in professional fees. Costs that follow, to varying degrees, changes in transaction volumes and revenues decreased $6.6 million, or 21.2%, in the third quarter of 2010 compared with the third quarter of 2009, primarily due to decreases in outside search fees, bad debt expenses and fee attorney splits. Costs that fluctuate independently of revenues increased $1.1 million, or 8.3%, in the third quarter of 2010 compared with the third quarter of 2009, primarily due to increases in litigation.
Title losses.Provisions for title losses, as a percentage of title operating revenues, were 9.6% and 12.6% for the third quarters of 2010 and 2009, respectively. Provisions for title losses in the third quarter of 2010 included a $4.9 million charge relating to changes in the estimated legal costs for several previously recorded large title losses that we are working to resolve.

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The third quarter of 2009 included a reserve strengthening charge of $12.5 million relating to policy years 2006 and 2007 due to higher than expected loss payments and incurred loss experience for these policy years. The increase in loss payment experience for recent policy years resulted in an increase in the loss ratio related to revenues recognized on policies issued in 2009, and, accordingly, a $3.8 million catch-up adjustment was recorded to title losses in the third quarter of 2009. Provisions for title losses for the third quarter of 2009 also include charges of $6.5 million relating to large title claims and a mechanic lien claim. These charges were partially offset by insurance recoveries of $0.4 million on previously recognized title losses.
Income taxes.Our effective tax rates were 1.0% and (1.1%) for the third quarters of 2010 and 2009, respectively, based on a loss before taxes and after deducting earnings of noncontrolling interests, which aggregated ($3.1) million and ($23.4) million for the third quarters of 2010 and 2009, respectively. Our effective income tax rate for the third quarter of 2010 was impacted by a $0.5$7.2 million increase in the valuation allowance against our deferred tax assets. The valuation allowance will be evaluated for reversal as we return to profitability. Thenet income tax benefit recorded in the thirdfirst quarter of 2010 consists of certainis principally related to foreign tax credits, net of foreignbenefit and is partially offset by state taxestax expense and U.S. federal income taxes associated with subsidiariessubsidiary earnings that are not included in our consolidated federal tax return.
Our effective income tax rate for the third quarter of 2009 was significantly impacted by a valuation allowance against our deferred tax assets. Our 2009 annual effective tax rate was 27.9%.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources represent our ability to generate cash flow to meet our obligations to our shareholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of September 30, 2010,March 31, 2011, our cash and investments, including amounts reserved pursuant to statutory requirements, aggregated $618.5$597.0 million.
A substantial majority of our consolidated cash and investments as of September 30, 2010March 31, 2011 was held by Stewart Title Guaranty Company (Guaranty) and its subsidiaries. The use and investment of these funds, dividends to the holding company, and cash transfers between Guaranty and its subsidiaries and the holding company are subject to certain legal and regulatory restrictions. In general, Guaranty may use 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 claims payments. Guaranty may also, subject to certain limitations and upon regulatory approval, pay dividends to the holding company and/or provide funds to its subsidiaries (whose operations consist principally of field title offices) for their operating and debt service needs.
A summary of our net consolidated cash flows for the ninethree months ended September 30March 31 follows:
         
  2010  2009 
  (dollars in millions) 
Net cash provided (used) by operating activities  14.4   (17.0)
Net cash provided by investing activities  244.5   95.8 
Net cash used by financing activities  (238.7)  (60.9)
    
         
  2011  2010 
  (dollars in millions) 
Net cash (used) provided by operating activities  (38.6)  13.6 
Net cash (used) provided by investing activities  (3.1)  17.7 
Net cash used by financing activities  (1.9)  (12.7)
   
Operating activities
Our principal sources of cash from operations are premiums on title policies, title service-related transactions and loan modification services. Our independent agencies remit cash to us net of their contractual retention. Our principal cash expenditures for operations are employee costs, operating costs and title claims payments.

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Our improveddecreased cash flow from operations for the first nine monthsquarter of 20102011 compared to the first nine monthsquarter of 20092010 was primarily due to the one-time receipt of a $50.9 million income tax refund which was reflected as a receivable at December 31, 2009, cash receipts from loan modification services in 2010, and the reduction in our net loss. These improvements in operating cash flow were offset by an increase in claims payments over amounts provisioned for title losses in the nine months ended September 30,first quarter of 2010. Excluding the impact of this cash receipt, net cash used in operations was essentially the same as in the prior year. Although REI and revenues from direct title operations for the first quarter 2011 increased from the first quarter of 2010, payment for much of these services will not be received until the second quarter. Net agency revenues were essentially flat in the first quarter of 2011 compared to the same period in 2009. Although revenues2010. However, improvements in our average cash remittance rate from agency operations increased 4.3% for16.7% in the first nine monthsquarter of 2010 compared withto 17.4% in the first nine monthsquarter of 2009,2011 had a favorable impact on our cash remittances from independent agencies typically lag remittances from our ownedflow. Cash payments on title offices. Also, the increaseclaims were also improved with payments totaling $35.9 million in average agency retention rate from 82.4% for first nine months of 2009 to 83.2% for the first nine monthsquarter of 2010 results2011 compared to $38.1 million in less cash being remitted than had the average retention rate remained unchanged.first quarter of 2010.

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Our business continues to be labor intensive, although we have made significant progress in automating our services. We have centralized order processing into Regional Production Centers, which allows us to more easily adjust staffing levels as order volumes fluctuate. There are typically delays between changes in market conditions and changes in staffing levels; therefore, employee costs do not change at the same rate as revenues change. We reduced our number of employees by approximately 140 during the first nine months of 2010.
Cash payments on title claims for the first nine months of 2010 and 2009 were $119.7 million and $110.2 million, respectively. Claims payments remain elevated as payments are made on previously accrued title losses. Claims payments made, net of insurance recoveries, during the first nine months of 2010 and 2009 include $24.6 million and $19.6 million, respectively, on large title claims. Also, more than 65% of the amount of total claim payments relating to independent agencies made in the first nine months of 2010 was for losses arising from now-canceled independent agencies. As the losses from those agencies are paid and newly reported prior policy year claims begin to decline, we expect the overall amount of cash paid on title claims to decline significantly.
The insurance regulators of the states in which our underwriters are domiciled require our statutory premium reserves to be fully funded, segregated and invested in high-quality securities and short-term investments. As of September 30, 2010,March 31, 2011, cash and investments funding the statutory premium reserve aggregated $416.8$400.2 million and our statutory estimate of claims that may be reported in the future totaled $335.7$351.9 million. In addition to this restricted cash and investments, we had unrestricted cash and investments (excluding cost-basis and equity method investments) of $99.0$117.4 million, which are available for underwriter operations, including claims payments.
Investing activities
Cash from investing activities was generated principally by proceeds from investments matured and sold in the amounts of $173.9$22.3 million and $242.8$58.0 million for the first nine monthsquarters of 20102011 and 2009,2010, respectively. We used cash for the purchases of investments in the amounts of $140.5$21.5 million and $144.8$44.9 million for the first nine monthsquarters of 2011 and 2010, and 2009, respectively, and at September 30, 2010, we had approximately $0.1 million of term bank debt outstanding.respectively. The cash from sales and maturities not reinvested was used principally to fund operations and, to a lesser extent in 2010, reduce notes payable.operations.
Capital expenditures including the purchases of real estate, were $9.0$4.2 million and $7.7$2.9 million for the first nine monthsquarters of 2011 and 2010, and 2009, respectively. Capital expenditures increasedWe maintain investment in the first nine months of 2010 and 2009 primarily due to the purchase of real estate. Generally, capital expenditures continue at reduced levels since almost no new offices were opened in the first nine months of 2010a level that enables us to implement technologies increasing our operational and 2009 due to poor economic conditions. We have continued to curtail spending in other areas, andback-office efficiencies. Notwithstanding this, we expect capital expenditures to remain in line with the prior year level as wealso continue to aggressively manage cash flow. We have no material commitments forflow and, therefore, overall capital expenditures.spending will continue to be at relatively reduced levels.

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Financing activities and capital resources
Total debt and stockholders’ equity were $70.6$73.4 million and $449.5$445.7 million, respectively, as of September 30, 2010.March 31, 2011. We repaid $15.8$1.1 million and $55.1$2.2 million of debt in accordance with the underlying terms of the debt instruments for the ninethree months ended September 30,March 31, 2011 and 2010, and 2009, respectively. In the third quarter of 2010, we paid $4.1 million to purchase the remaining interest in two of our consolidated subsidiaries. We also have available a $10.0 million bank line of credit, which expiresexpiring in June 2011, under which no borrowings were outstanding at September 30, 2010.March 31, 2011. We anticipate renewing the bank line of credit prior to its expiration.
As previously disclosed and in accordance with a settlement agreement in the amount of $7.6 million, we issued 635,863 shares of Common Stock in January 2011 to settle our “wage and hour” class action lawsuits filed in California state and federal courts against our subsidiary Stewart Title California, Inc. We did not receive any proceeds from the issuance of these shares.
Effect of changes in foreign currency rates
The effect of changes in foreign currency rates on the consolidated statements of cash flows was a net decreaseincrease in cash and cash equivalents of $0.3$1.0 million for the first nine monthsquarter of 20102011 as compared to an increase of $4.6$0.1 million for the first nine monthsquarter of 2009.2010. Our principal foreign operating unit is in Canada, and, on average, the value of the U.S. dollar relative to the Canadian dollar decreasedincreased during the first ninethree months of 2010, which was more than offset by an increase of the U.S. dollar relative to the British Pound Sterling.2011.
***********
Throughout 20092010 and continuing into 2010,in 2011, we have worked to increase title premium rates charged and premium remittance rates to our underwriters. As of the end of the third quarter of 2010,March 31, 2011, we have increased title premium rates in 1927 states and are renegotiating agencyhave increased remittance rates with our independent agencies in 3938 states. In addition, we have raised rates on certain service fees. continued to reduce our employee count and other operating costs.

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We anticipate improved operating results, and thus cash flow, in 2010 and 2011 from the impact of these actions and from our REI businesses and will continue to seek rate increases or modify agency splits where possible.appropriate, as well as aggressively seek opportunities to lower operating costs. We will also continue to identify new lines of business to enter into in order to improve our results of operations and cash flows.
We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations. However, if we determine that supplemental debt, including additional convertible debentures, or equity funding is warranted to provide additional liquidity for unforeseen circumstances or strategic acquisitions, we may pursue those sources of cash. Other than scheduled maturities of debt, operating lease payments, purchase agreements and anticipated claims payments in 2010,2011, we have no material 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 shareholders.
Contingent liabilities and commitments. As of September 30, 2010,March 31, 2011, we were contingently liable for guarantees of indebtedness owed primarily to banks and others by certain third parties. The guarantees primarily relate to business expansion in prior years and expire no later than 2019. As of September 30, 2010,March 31, 2011, the maximum potential future payments on the guarantees amounted to $5.6$5.4 million. We believe that the related underlying assets and available collateral, primarily corporate stock and title plants, would enable us to recover any amounts paid under the guarantees. We believe no reserve is needed since no payment is expected on these guarantees.
In the ordinary course of business we guarantee the third-party indebtedness of certain of our consolidated subsidiaries. As of September 30, 2010,March 31, 2011, the maximum potential future payments on the guarantees were not more than the related notes payable recorded in theour condensed consolidated balance sheet. We also guarantee the indebtedness related to lease obligations of certain of our consolidated subsidiaries. The maximum future obligations arising from these lease-related guarantees are not more than our future minimum lease payments. In addition, as of September 30, 2010March 31, 2011, we had unused letters of credit and other commitments amounting to $3.6$3.5 million, primarily related to litigation bonds and workers’ compensation coverage.

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Other-than-temporary impairments of investments. For the first nine months of 2009, we recorded impairment charges of $1.3 million relating to investments available-for-sale.
Other comprehensive earnings.earnings (loss).Unrealized gains and losses on investments and changes due to fluctuations in foreign currency exchange rates are reported net of deferred taxes in accumulated other comprehensive earnings, a component of stockholders’ equity, until realized. For the first ninethree months ended March 31, 2011, net unrealized investment losses of $1.7 million, which increased our comprehensive loss, were primarily related to temporary decreases in market values of corporate and government bond investments. For the three months ended March 31, 2010, net unrealized investment gains of $11.8$1.0 million, which decreased our comprehensive loss, were primarily related to temporary increases in market values of corporate and government bond investments. For the first nine months of 2009, net unrealized investment gains of $10.0 million, which decreased our comprehensive loss, were related to temporary increases in market values of corporate and municipal bond investments and equity investments, partially offset by declines in government bond investments. FluctuationsChanges in foreign currency exchange rates, primarily related to our Canadian operations, increased comprehensive income by $1.6 million for the first nine months of 2010 and decreased comprehensive loss by $9.5$1.4 million, net of taxes, for the first ninethree months ended March 31, 2011 and decreased comprehensive loss $1.0 million, net of 2009.taxes, for the three months ended March 31, 2010.
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. See Note 18 in our Annual Report on Form 10-K for the year ended December 31, 2009.2010.
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 “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “will” or other similar words.

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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 severity and duration of current financial and economic conditions; continued weakness or further 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 on the need to further strengthen our policy loss reserves; theany effect of title losses on our cash flows and financial condition; the impact of our increased diligence and inspections in our agency operations; changes to the participants in the secondary mortgage market and the rate of refinancings that affect the demand for title insurance products; our ability to successfully consummate acquisitions, and our ability to successfully integrate and manage acquired businesses should opportunities arise; 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 litigation claims by large classes of claimants; 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 and underwriters as a source of cash flow; the continued realization of expected expense savings resulting from our expense reduction steps;steps taken since 2008; our ability to access the equity and debt financing markets when and if needed; our ability to grow our international operations; and our ability to respond to the actions of our competitors.competitors; failure to comply with financial covenants contained in our debt instruments; and inability to make scheduled payments on or refinance our indebtedness. These risks and uncertainties, as well as others, are discussed in more detail in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2009, our Quarterly Reports on Form 10-Q2010 and our Current Reports on Form 8-K. We expressly disclaim any obligation to update 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes during the quarter ended September 30, 2010March 31, 2011 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 Annual Report on Form 10-K for the year ended December 31, 2009.2010.
Item 4. Controls and Procedures
Our principal executive officers and principal financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. After evaluatingdisclosure 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, 2010, theyMarch 31, 2011, 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 SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)Rule 13a-15(f)) were effective.
There have been no changes in our. Our internal controlscontrol over financial reporting duringis a process, under the quarter ended September 30, 2010 that have materially affected, or are reasonably likelysupervision of our principal executive officers and principal financial officer, designed to materially affect,provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management, with the participation of our principal executive officers and principal financial officer, assessed the effectiveness of our internal controlscontrol over financial reporting. As a result, no corrective actions were required or undertaken.reporting as of March 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this assessment, management believes that, as of March 31, 2011, our internal control over financial reporting is effective based on those criteria.

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All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal controlscontrol over financial reporting also can be circumvented by collusion or improper management override. Due to such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal controlscontrol over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

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There has been no change in our internal control over financial reporting during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As a result, no corrective actions were required or undertaken.


PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Stewart Title Guaranty Company (STGC) and Stewart Title Guaranty de Mexico, S.A. de C.V. (STGM) are defendants in a lawsuit pending in the State District Court of Harris County, Texas,Citigroup Global Markets Realty Corp. v. Stewart Title Guaranty Company. The lawsuit was filed in 2008 and concerns 16 owners’ and 16 lenders’ title insurance policies on 16 parcels of land in Mexico issued by STGM and reinsurance agreements by STGC. Citigroup Global Markets Realty Corp. asserted claims against STGC under reinsurance of the lenders’ policies. Thereafter, K.R. Playa VI, S de R.L. de C.V., the owner of the parcels, asserted claims against STGC and under the owners’ policies. In the second quarter of 2010, the State District Court ruled that it had jurisdiction over STGM and denied STGM’s plea in abatement requesting a stay of the lawsuit in Harris County pending the determination of the Mexican courts.
The lawsuit was tried on breach of the title insurance policies and reinsurance agreements. A jury trial began February 15, 2011. After a 10 week trial, the jury returned a verdict of no damages, favorable to STGC and STGM on April 29, 2011. Post-verdict motions remain to be heard prior to the entry of a final judgment.
In January 2009, an action was filed by individuals against Stewart Title Guaranty Company, Stewart Title of California, Inc., Cuesta Title Company and others in the Superior Court of California for the County of San Luis Obispo alleging that the plaintiffs have suffered damages relating to loans they made through Hurst Financial Corporation to an individual named Kelly Gearhart and entities controlled by Gearhart. Gearhart and Hurst have filed for bankruptcy. Thereafter, several other lawsuits making similar allegations, including a lawsuit filed by several hundred individuals, were filed in San Luis Obispo Superior Court, and one such lawsuit was removed to the United States District Court for the Central District of California. The defendants vary from case to case but Stewart Information Services Corporation, Stewart Title Company and Stewart Title Insurance Company have also each been sued in at least one of the cases. Each of the complaints alleges some combination of the following purported causes of action: breach of contract, negligence, fraud, aiding and abetting fraud, constructive fraud, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, financial elder abuse, violation of California Business and Professions Code Section 17200, violation of the Racketeer Influenced and Corrupt Organizations Act,negligent misrepresentation, conversion, conspiracy, alter ego, specific performance and declaratory relief. We have demurred to or moved to dismiss the complaints in the actions where responses to the complaints have been due. Although the San Luis Obispo Superior Court has sustained demurrers to certain causes of action and certain individuals and entities and dismissed us from one case without leave to amend, the Court has overruled the demurrers as to someother causes of action. Accordingly, the cases will proceed into discovery. No trial dates have been set. The United States District Court for the Central District of California granted our motion to dismiss the First Amended Complaint as to the claim for violation of the Racketeer Influenced and allowedCorrupt Organizations Act, with prejudice, and remanded the plaintiffs leaveremainder of the case to amend; ourthe San Luis Obispo Superior Court.

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Discovery has commenced. Several of the cases were the subject of a court-ordered mediation on February 21-22, 2011. The mediation was adjourned without reaching a settlement, but the mediation process remains open and may be resumed in the future. We filed a motion to dismisscoordinate the amended complaint is pending.cases for pretrial purposes, which was heard on April 14, 2011. At the hearing, the Court issued a minute order assigning all the cases to a single judge and directed the parties to submit a proposed order governing other aspects of pretrial coordination. No trial dates have been set. We intend to vigorously defend ourselves against the allegations and do not believe that the outcome of these matters will materially affect our consolidated financial condition or results of operations.
In February 2008, an antitrust class action was filed in the United States District Court for the Eastern District of New York against Stewart Title Insurance Company, Monroe Title Insurance Corporation, Stewart Information Services Corporation, several other unaffiliated title insurance companies and the Title Insurance Rate Service Association, Inc. (TIRSA). The complaint alleges that the defendants violated Section 1 of the Sherman Antitrust Act by collectively filing proposed rates for title insurance in New York through TIRSA, a state-authorized and licensed rate service organization.
Complaints were subsequently filed in the United States District Courts for the Eastern and Southern Districts of New York and in the United States District Courts in Pennsylvania, New Jersey, Ohio, Florida, Massachusetts, Arkansas, California, Washington, West Virginia, Texas and Delaware. All of the complaints make similar class action allegations, except that certain of the complaints also allege violations of the Real Estate Settlement Procedures Act (RESPA) and various state antitrust and consumer protection laws. The complaints generally request treble damages in unspecified amounts, declaratory and injunctive relief and attorneys’ fees. To date, 78 such complaints have been filed, each of which names us and/or one or more of our affiliates as a defendant (and have been consolidated in the aforementioned states), of which seven have been voluntarily dismissed.

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As of October 18, 2010,April 12, 2011, we have obtained dismissals of the claims in Arkansas, California, Delaware, Florida, Massachusetts, New Jersey, New York, Ohio, Pennsylvania (where plaintiffs may pursuethe court dismissed the damages claims and granted defendants summary judgment on the injunctive relief only)claims), Texas and Washington. We filed a motion to dismiss in West Virginia (where all proceedings have been stayed and the docket closed) and have moved for summary judgment on the claims for injunctive relief in Pennsylvania.. The plaintiffs have appealed the dismissal in Ohio to the United States Court of Appeals for the Sixth Circuit and the dismissaldismissals in Delaware, New Jersey and Pennsylvania to the United States Court of Appeals for the Third Circuit. The dismissals in New York and Texas have been affirmed by the United States Courts of Appeals for the Second and Fifth Circuits, respectively, and on October 4, 2010, the United States Supreme Court denied the plaintiffs’ petitions for review of those decisions. WeThe plaintiffs have also movedappealed to dismiss the remainingSecond Circuit the dismissal of the RESPA claims which are pendingby the court in New York. Although we cannot predict the outcome of these actions, we intend to vigorously defend ourselves against the allegations and do not believe that the outcome will materially affect our consolidated financial condition or results of operations.
We are also subject to other claims and lawsuits arising in the ordinary course of our business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiff seeks exemplary or treble damages in excess of policy limits. We do not expect that any of these proceedings will have a material adverse effect on our consolidated financial condition or results of operations. Along with the other major title insurance companies, we are party to a number of class action lawsuits concerning the title insurance industry. We believe that we have adequate reserves for the various litigation matters and contingencies discussed above and that the likely resolution of these matters will not materially affect our consolidated financial condition or results of operations.
We are subject to administrative actions and litigation relating to the basis on which premium taxes are paid in certain states. Additionally, we have received various other inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. We believe that we have adequately reserved for these matters and do not anticipate that the outcome of these inquiries will materially affect our consolidated financial condition or results of operations.

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We are also subject to various other administrative actions and inquiries into our business conduct in certain of the states in which we operate. While we cannot predict the outcome of the various regulatory and administrative matters, we believe that we have adequately reserved for these matters and do not anticipate that the outcome of any of these matters will materially affect our consolidated financial condition or results of operations.
Item 1A. Risk Factors
There have been no changes during the quarter ended September 30, 2010March 31, 2011 to our risk factors as listed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.2010.
Item 5. Other Information
We had a book value per share of $24.47$23.31 and $25.34$24.40 as of September 30, 2010March 31, 2011 and December 31, 2009,2010, respectively. As of September 30, 2010,March 31, 2011, our book value per share was based on approximately $449.5$445.6 million in stockholders’ equity and 18,373,91819,122,929 shares of Common and Class B Common Stock outstanding. As of December 31, 2009,2010, our book value per share was based on approximately $462.1$448.3 million in stockholders’ equity and 18,231,78118,375,058 shares of Common and Class B Common Stock outstanding.
Item 6. Exhibits
Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the Index to Exhibits immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.

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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, I have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
  November 3, 2010   
May 4, 2011
Date
Stewart Information Services Corporation
Registrant
     
 Stewart Information Services Corporation
Registrant
 
 
 By:  /s/ J. Allen Berryman   
  J. Allen Berryman, Executive Vice President,  
  Chief Financial Officer, Secretary, Treasurer
and Principal Financial Officer 
 

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INDEX TO EXHIBITS
    
Exhibit   
3.1 - Amended and Restated Certificate of Incorporation of the Registrant, dated May 1, 2009 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed May 5, 2009)
    
3.2 - Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant, dated April 30, 2010 (incorporated by reference in this report from Exhibit 3.2 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010)
    
3.3 - By-Laws of the Registrant, as amended March 13, 2000 (incorporated by reference in this report from Exhibit 3.2 of the Annual Report on Form 10-K for the year ended December 31, 2000)
    
4.1 - Rights of Common and Class B Common Stockholders (incorporated by reference to Exhibits 3.1 and 3.2 hereto)
    
4.2 - Indenture related to 6.0% Convertible Senior Notes due 2014, dated as of October 15, 2009, by and between the Registrant, the Guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed October 15, 2009)
    
4.3 - Form of 6.0% Convertible Senior Note due 2014 (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed October 15, 2009)
    
31.1* *- Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
31.2* *- Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
31.3* *- Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
32.1* *- Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
32.2* *- Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
32.3* *- Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
* Filed herewith