e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
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þ
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Annual Report pursuant to Section 15(d) of The Securities Exchange Act of 1934. |
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For the fiscal year ended December 31, 2010. |
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or |
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o
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Transition Report pursuant to Section 15(d) of The Securities Exchange Act of 1934. |
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For the transition period from to . |
Commission file number 1-02658
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
Stewart Salary Deferral Plan
1980 Post Oak Blvd
Houston, TX 77056-3899
B. Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Stewart Information Services Corporation
(a Delaware Corporation)
74-1677330
1980 Post Oak Blvd
Houston, Texas 77056-3899
Telephone Number Area Code (713) 625 -8100
Required Information
The following financial statements prepared in accordance with the financial reporting
requirements of the Employee Retirement Income Security Act of 1974, signature and exhibit are
filed for the Stewart Salary Deferral Plan:
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits December 31, 2010 and 2009
Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2010
Notes to Financial Statements December 31, 2010 and 2009
Supplemental Schedules:
Supplemental Schedule H, Line 4a Schedule of Delinquent Participant Contributions Year
Ended December 31, 2010
Supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 31,
2010
Signature
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
STEWART SALARY DEFERRAL PLAN
Table of Contents
Schedules not listed above are omitted because of the absence of conditions under which they are
required under the Department of Labors Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
Report of Independent Registered Public Accounting Firm
To the Administrative Committee
Stewart Salary Deferral Plan:
We have audited the accompanying statements of net assets available for benefits of the
Stewart Salary Deferral Plan (the Plan) as of December 31, 2010 and 2009, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2010.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2010 and 2009, and
the changes in its net assets available for benefits for the year ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule H, line 4a schedule of delinquent
participant contributions for the year ended December 31, 2010 and schedule H, line 4i schedule
of assets (held at end of year) as of December 31, 2010 are presented for the purpose of additional
analysis and are not a required part of the 2010 basic financial statements but is supplementary
information required by the Department of Labors Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules
are the responsibility of the Plans management. The supplemental schedules have been subjected to
the auditing procedures applied in the audit of the 2010 basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the 2010 basic financial
statements taken as a whole.
/s/ MFR, P.C.
Houston, Texas
June 9, 2011
Continued
1
STEWART SALARY DEFERRAL PLAN
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
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2010 |
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2009 |
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ASSETS: |
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Investments, at fair value |
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$ |
203,729,667 |
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$ |
192,341,400 |
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Noninterest bearing cash |
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3,682 |
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Receivables: |
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Notes receivable from plan participants |
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6,422,261 |
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6,414,026 |
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Plan participants contributions |
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465,602 |
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489,587 |
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Securities sales receivable |
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104,386 |
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68,191 |
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Other plan receivables |
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127,983 |
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123,850 |
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Accrued income on investments |
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278 |
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Total receivables |
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7,120,232 |
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7,095,932 |
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Total assets |
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210,853,581 |
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199,437,332 |
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LIABILITIES: |
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Securities purchases payable |
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668,181 |
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605,160 |
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Administrative expense payable |
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18,750 |
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20,000 |
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Excess contribution refunds |
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196,966 |
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Total liabilities |
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686,931 |
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822,126 |
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Total net assets available for benefits |
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$ |
210,166,650 |
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$ |
198,615,206 |
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See accompanying notes to financial statements.
Continued
2
STEWART SALARY DEFERRAL PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010
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ADDITIONS TO NET ASSETS: |
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Contributions: |
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Plan participants |
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$ |
13,658,526 |
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Rollovers |
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430,353 |
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Total contributions |
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14,088,879 |
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Net investment income: |
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Dividends, capital gains and interest |
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3,748,569 |
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Net appreciation of investments |
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15,215,908 |
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Other investment income |
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70,678 |
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Total investment income |
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19,035,155 |
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Less investment expenses |
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(70,678 |
) |
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Total net investment income |
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18,964,477 |
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Interest on notes receivable from plan participants |
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367,572 |
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Other plan income |
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139,750 |
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Total additions to net assets |
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33,560,678 |
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DEDUCTIONS FROM NET ASSETS: |
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Benefits paid to participants |
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21,908,425 |
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Administrative expenses |
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100,809 |
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Total deductions from net assets |
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22,009,234 |
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Net increase in net assets available for benefits |
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11,551,444 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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198,615,206 |
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End of year |
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$ |
210,166,650 |
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See accompanying notes to financial statements.
Continued
3
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(1) DESCRIPTION OF THE PLAN
The Stewart Salary Deferral Plan (the Plan) is a defined contribution plan adopted effective
January 1, 1986 and sponsored by Stewart Title Guaranty Company (STG). STG is a wholly owned
subsidiary of Stewart Information Services Corporation (SISCO). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan is administered by STG (the Plan Administrator) and Wells Fargo Bank of Texas, N.A., the
Plans trustee and record keeper (Wells Fargo). An administrative committee of executives (the
Administrative Committee) has been appointed by the Board of Directors of STG to assist with the
responsibility for overseeing the operation of the Plan, including the monitoring of Wells Fargo.
The Plan was amended and restated in its entirety effective January 1, 2008 to update for prior
amendments and conform to current regulations. During 2010 and 2009, the Plan was also amended to
conform to current tax regulations, as well as to allow for certain discretionary amendments to
Plan provisions.
The summary of significant provisions of the Plan presented below provides general information.
Participants should refer to the Plan agreement for a more complete description of the Plans
provisions.
(a) Employee Participation
The Plan is made available to eligible employees of STG and its affiliates (collectively the
Company). All employees who have completed ninety days (90) of service and work a minimum
number of hours, as defined by the Plan, are eligible to participate in the Plan.
(b) Contributions
Plan participants may defer up to fifty percent (50%) of considered compensation into the Plan,
subject to certain limitations under the Internal Revenue Code (the IRC). A participant may make
deferrals on a pretax basis (401(k) contributions) or after-tax basis (Roth 401(k) contributions),
or a combination of both, which will be accounted for in separate accounts. Highly compensated
participants may be required to reduce the amount of contributions made in order to permit the Plan
to satisfy the nondiscrimination requirements of Section 401(k) of the IRC. Participants may
designate the extent to which such reductions are made from pretax or after-tax accounts, subject
to certain limitations. As of December 31, 2010 and 2009, excess contribution refunds were due to
Plan participants in the amount of $0 and $196,966, respectively.
Participants who are age 50 or older before the close of the Plan year may elect to make a catch-up
contribution, subject to certain limitations under the IRC.
The Companys matching contribution is equal to fifty cents for each one dollar of considered
compensation contributed (other than catch-up contributions) up to a maximum of six percent (6%) of
each participants considered compensation (pretax and after-tax), subject to a maximum defined by
the Plan. The Company may utilize available forfeitures to offset matching contributions to the
Plan. On November 21, 2008, STGs Board of Directors voted to temporarily suspend the Companys
matching contributions effective January 1, 2009 and such contributions remained suspended during
2010.
Continued
4
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The Plan allows for a Company discretionary contribution as determined annually by STGs Board of
Directors. The discretionary contribution, if any, shall be calculated quarterly or annually, as
elected and allocated equally to all eligible participants, in accordance with the Plans
provisions. The Company may utilize available forfeitures to offset discretionary contributions to
the Plan. The Plan had no discretionary contributions for the year ended December 31, 2010.
Employees are permitted to rollover pretax or after-tax amounts with earnings held in other
qualified plans or conduit individual retirement accounts (IRAs) into the Plan, subject to the
provisions in the Plan document.
(c) Participant Accounts
Each participants account is credited with the elected deferral amount, the Companys employer
matching contribution, a Company discretionary contribution, if any, and an allocation of Plan
earnings. Net investment income (loss) is allocated to each participants accounts daily based on
the proportion that each participants account balance bears to the participant account balances in
each investment fund.
(d) Investment Options
Employees may elect to have their contributions allocated among various investment options offered
by the Plan. As of December 31, 2010 and 2009, the Plan offers fifteen mutual funds (including six
target date funds), one common collective trust fund, and the SISCO Stock Fund as investment
options. Certain limitations apply under the Plan.
The SISCO Stock Fund is invested primarily in SISCO common stock. The remaining portion of the fund
is invested in the Wells Fargo Short Term Investment Fund G, a common collective trust fund, which
is not available as an investment option. Wells Fargo is entitled to exercise voting rights
attributable to SISCO common stock allocated to accounts of participants and beneficiaries in
accordance with the Plan.
The Plan utilizes the Wells Fargo Advantage Cash Investment Money Market Service Fund (the Expense
Reserve Fund), a mutual fund, for the investment of funds deposited for the payment of
administrative expenses for the Plan. This fund is nonparticipant-directed, which is not available
as an investment option by Plan participants.
(e) Vesting and Payment of Benefits
Participants in the Plan prior to January 1, 1989, are eligible to receive payment of the total
account balance upon normal retirement at age sixty-five (65), death, disability or other
termination of employment.
Participants in the Plan on or after January 1, 1989 are eligible to receive payment of the total
account balance upon normal retirement at age sixty-five (65), death or disability. Upon other
termination of employment, participants are eligible to receive payment of the total account
balance if they have completed three (3) years of service. Participants who have completed less
than three (3) years of service are eligible to receive payment of all employee contributions, but
forfeit Company matching and discretionary contributions and related earnings on such
contributions.
Continued
5
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
Prior to May 2010, participants who have attained age 70 1/2 could elect to withdraw all or a portion
of their vested accounts while they are still employed by the Company in the form of an in-service
distribution. During May 2010, the Plan was amended to reduce the minimum required age for receipt
of in-service distributions from age 70 1/2 to age 59 1/2.
During December 2010, the Plan was amended to provide for a hardship withdrawal of all or any
portion of a participants vested accounts, subject to the provisions of the Plan, effective as of
January, 1, 2011.
Distributions may be paid in a lump sum or in installments, subject to the provisions of the Plan,
including taxation. Participants with account balances greater than $1,000 may defer receipt of
their distributions until they are required by law to receive minimum required distributions. If
the participants vested account balance is $1,000 or less, payment must be made in a lump-sum
distribution. During 2010, this amount was increased to $5,000, effective for minimum required
distributions, beginning on January 1, 2011. Direct rollovers from the Plan to an IRA or other
qualified plan are permitted for pretax and after-tax accounts, subject to certain limitations.
There were no amounts allocated to withdrawing participants for amounts that have been processed
and approved for payment prior to December 31, 2010 and 2009, but not yet paid as of that date.
(f) Forfeited Accounts
As of December 31, 2010 and 2009, forfeited nonvested accounts totaled $287,059 and $171,499,
respectively. These accounts may be used to pay administrative expenses such as audit and legal
fees, as well as consulting fees in excess of amounts deposited, as determined allowable under the
provisions of the Plan, or may be used to offset future Company matching or discretionary
contributions. During 2010, no forfeitures were utilized to reduce Company matching or
discretionary contributions or to pay administrative expenses of the Plan.
(g) Notes Receivable from Plan Participants
A participant may borrow a minimum of $1,000 up to a maximum amount equal to the lessor of $50,000
or fifty percent (50%) of the vested account balance, subject to the Plans provisions. The terms
of the loan include interest at a commercially reasonable rate similar to the prime interest rate,
as set quarterly by the Administrative Committee. Such earnings are shown as interest on notes
receivable from plan participants.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of accounting.
Benefits paid to participants are recorded when paid. Loan administration fees and mutual fund
redemption fees are paid
from Plan assets and allocated to the effected participant accounts. Certain investment consulting
fees are paid from amounts deposited to pay administrative expenses and thus are not allocated to
participants.
Continued
6
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
All administrative expenses, including audit and legal fees, as well as consulting fees in excess
of amounts deposited are paid either by the Company or from available forfeitures, as determined
allowable under the provisions of the Plan.
Certain prior year reclassifications have been made to conform to current year presentation.
(b) Investment Valuation and Income Recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded
as earned on the accrual basis and dividend and capital gain income is recorded on the ex-dividend
date. Realized gains (losses) on investments sold during the year and unrealized appreciation
(depreciation) of investments held at year end are combined and presented as net appreciation
(depreciation) of investments. Certain other investment income is recorded and shown offset by
related investment expenses.
(c) Fair Value Measurements
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value
Measurements and Disclosures (ASC 820), establishes a framework for measuring fair value. That
framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under
ASC 820 are described below:
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Level 1: |
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Inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets that the Plan has the ability to access. |
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Level 2: |
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Inputs to the valuation methodology include: |
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Quoted prices for similar assets or liabilities in active markets; |
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Quoted prices for identical or similar assets or liabilities in inactive markets; |
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Inputs other than quoted prices that are observable for the asset or liability; |
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Inputs that are derived principally from or corroborated by observable market
data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability.
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Level 3: |
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Inputs to the valuation methodology are unobservable and significant to the fair value
measurement. |
Continued
7
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
There have been no changes in the methodologies used at December 31, 2010 and 2009.
Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.
Common stock: Valued at the closing price reported on the active market on which the individual
securities are traded.
Common collective trust funds: Valued at the fair value of the underlying securities.
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the ASC 820 fair value hierarchy, the Plans assets
at fair value as of December 31, 2010:
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
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Equity funds - |
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Large equity funds |
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$ |
60,384,291 |
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$ |
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$ |
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$ |
60,384,291 |
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Small equity funds |
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24,461,787 |
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24,461,787 |
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International equity fund |
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15,168,354 |
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15,168,354 |
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Total equity funds |
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100,014,432 |
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100,014,432 |
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Balanced funds |
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41,847,853 |
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41,847,853 |
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Money market funds |
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28,880,216 |
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28,880,216 |
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Fixed income fund |
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7,523,363 |
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7,523,363 |
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Total mutual funds |
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178,265,864 |
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178,265,864 |
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Common stock |
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3,395,170 |
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3,395,170 |
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Common collective trust funds: |
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Fixed income fund |
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21,897,444 |
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21,897,444 |
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Money market fund |
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171,189 |
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171,189 |
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Total common
collective trust funds |
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22,068,633 |
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22,068,633 |
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Total assets at fair value |
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$ |
181,661,034 |
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$ |
22,068,633 |
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$ |
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$ |
203,729,667 |
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Continued
8
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The following table sets forth by level, within the ASC 820 fair value hierarchy, the Plans assets
at fair value as of December 31, 2009:
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
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Equity funds - |
|
|
|
|
|
|
|
|
|
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|
|
|
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Large equity funds |
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$ |
57,889,092 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
57,889,092 |
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Small equity funds |
|
|
19,387,636 |
|
|
|
|
|
|
|
|
|
|
|
19,387,636 |
|
International equity fund |
|
|
15,369,712 |
|
|
|
|
|
|
|
|
|
|
|
15,369,712 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity funds |
|
|
92,646,440 |
|
|
|
|
|
|
|
|
|
|
|
92,646,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced funds |
|
|
38,377,488 |
|
|
|
|
|
|
|
|
|
|
|
38,377,488 |
|
Money market funds |
|
|
30,898,381 |
|
|
|
|
|
|
|
|
|
|
|
30,898,381 |
|
Fixed income funds |
|
|
7,126,785 |
|
|
|
|
|
|
|
|
|
|
|
7,126,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
169,049,094 |
|
|
|
|
|
|
|
|
|
|
|
169,049,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
3,184,085 |
|
|
|
|
|
|
|
|
|
|
|
3,184,085 |
|
Common collective trust funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income fund |
|
|
|
|
|
|
19,977,394 |
|
|
|
|
|
|
|
19,977,394 |
|
Money market fund |
|
|
|
|
|
|
130,827 |
|
|
|
|
|
|
|
130,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common
collective trust funds |
|
|
|
|
|
|
20,108,221 |
|
|
|
|
|
|
|
20,108,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
172,233,179 |
|
|
$ |
20,108,221 |
|
|
$ |
|
|
|
$ |
192,341,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires the Plans management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
(e) Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to
various risks, such as interest rate, credit and overall market volatility. Due to the level of
risk associated with certain investment securities, it is at least reasonably possible that changes
in the value of investment securities will occur in the near term and that such changes could
materially affect the amounts reported in the statement of net assets available for benefits.
Continued
9
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(f) New Accounting Pronouncement
In September 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-25, Reporting Loans
to Participants by Defined Contribution Pension Plans (ASU No. 2010-25). ASU No. 2010-25 classifies
participant loans as notes receivable from plan participants, which are segregated from Plan
investments and measured at their unpaid principal balance plus any accrued but unpaid interest.
ASU No. 2010-25 is effective for financial statements issued for fiscal years ending after December
15, 2010, and should be retroactively applied to all prior periods presented. There was no impact
on the Plans net assets available for benefits as of December 31, 2010 and 2009 at the time of
adoption and management does not expect this ASU to materially affect the Plans net assets
available for benefits or changes in net assets available for benefits going forward.
(3) INVESTMENTS
The following table presents all Plan investments (participant-directed and non-participant
directed) which exceed 5% of the Plans net assets at December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
Wells Fargo Bond Index Fund N |
|
$ |
21,897,444 |
|
|
$ |
19,977,394 |
|
Wells Fargo Advantage Cash Investment Money Market Fund I |
|
|
28,880,216 |
|
|
|
30,895,859 |
|
Wells Fargo Advantage Index Fund |
|
|
29,655,168 |
|
|
|
27,539,943 |
|
Wells Fargo Dow Jones Target 2020 Fund I |
|
|
16,226,989 |
|
|
|
14,872,013 |
|
Dodge & Cox Stock Fund |
|
|
20,103,602 |
|
|
|
19,231,789 |
|
Dreyfus Small Cap Stock Index Fund |
|
|
10,577,446 |
|
|
|
8,514,089 |
* |
Janus Forty Fund Class S |
|
|
10,625,521 |
|
|
|
11,117,360 |
|
Fidelity Advisor Spartan International Index Fund Class I |
|
|
15,168,354 |
|
|
|
15,369,712 |
|
|
|
|
* |
|
presented for comparative purposes only |
The following table presents the net appreciation (depreciation) of all Plan investments
(participant-directed and non-participant directed) for the year ended December 31, 2010 by
investment type:
|
|
|
|
|
Mutual funds |
|
$ |
13,917,760 |
|
Common stock |
|
|
45,500 |
|
Common collective trust funds |
|
|
1,252,648 |
|
|
|
|
|
|
|
|
|
|
Total net appreciation of investments |
|
$ |
15,215,908 |
|
|
|
|
|
Continued
10
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(4) NONPARTICIPANT-DIRECTED INVESTMENTS
The Plan invests funds deposited for the payment of administrative expenses in the Expense Reserve
Fund, which is non-participant directed. The following table presents information about the net
assets relating to the nonparticipant-directed Plan investment at December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Net Assets: |
|
|
|
|
|
|
|
|
Investment in mutual funds |
|
$ |
|
|
|
$ |
2,522 |
|
Receivable for other plan income |
|
|
18,750 |
|
|
|
18,750 |
|
|
|
|
|
|
|
|
Total assets |
|
|
18,750 |
|
|
|
21,272 |
|
|
|
|
|
|
|
|
Administrative expense payable |
|
|
18,750 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
Total net assets |
|
$ |
|
|
|
$ |
1,272 |
|
|
|
|
|
|
|
|
The following table presents information about the significant changes in net assets relating to
the nonparticipant-directed Plan investment for the year ended December 31, 2010:
|
|
|
|
|
Changes in Net Assets: |
|
|
|
|
Other plan income |
|
$ |
75,001 |
|
Administrative expenses |
|
|
(76,273 |
) |
|
|
|
|
Total changes in net assets |
|
$ |
(1,272 |
) |
|
|
|
|
(5) PLAN TERMINATION
The Plan Administrator has the right under the Plan to discontinue contributions at any time and to
terminate the Plan subject to the provisions of ERISA. The Plan Administrator has temporarily
suspended matching contributions to the Plan effective January 1, 2009, however, has expressed no
intent to terminate the Plan. In the event of Plan termination, the net assets would be allocated
among the participants and beneficiaries of the Plan in accordance with the provisions of the Plan.
(6) RELATED-PARTY TRANSACTIONS
Wells Fargo is the trustee of the Plan. Certain Plan investments are shares of mutual funds and
common collective trust funds managed by Wells Fargo. During 2010, the Plan paid administrative
expenses to Wells Fargo for loan administration fees of $23,100. In addition, receipts from Wells
Fargo totaled $75,001 for 2010, including amounts receivable as of December 31, 2010 and 2009, of
$18,750 respectively for both years. These transactions qualify as party-in-interest transactions.
Continued
11
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
Dabney Investment Consulting Associates, Inc. (Dabney) is an investment advisor for the Plan.
Administrative expenses paid by the Plan to Dabney for investment consulting fees totaled $76,273
for 2010, including amounts payable as of December 31, 2010 and 2009, of $18,750 and $20,000,
respectively. Therefore, these transactions qualify as party-in-interest transactions.
Certain Plan investments held are shares of SISCO common stock, and thus, these transactions
qualify as party-in-interest transactions.
These transactions are covered by an exemption from the prohibited transaction provisions of ERISA
and the IRC.
(7) TAX STATUS
The Plan received its latest favorable determination letter dated August 12, 2008, in which the
Internal Revenue Service (the IRS) stated that the Plan, as then designed, was in compliance with
the applicable requirements of the IRC. The Plan Administrator and the Plans tax counsel believe
that the Plan is designed and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans
financial statements.
Accounting principles generally accepted in the United States of America require the Plans
management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if
the Plan has taken an uncertain position that more likely than not would not be sustained upon
examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan,
and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected
to be taken that would require recognition of a liability (or asset) or disclosure in the financial
statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress for the Plan. The Plan Administrator believes
it is no longer subject to income tax examinations for years prior to 2010.
(8) DELINQUENT PARTICIPANT CONTRIBUTIONS
By letter dated February 4, 2010, U.S. Department of Labor initiated a review of the Plans
operations. The DOL informed the Plans sponsor, STG, on March 22, 2010, that it had found STG
delinquent in remitting certain participants contributions to the Plan. STG responded to the DOL
in writing on March 22, 2010 of its proposed corrective action to prospectively reduce the time to
remit payroll contributions to two business days following payroll pay dates from its former
practice of two to five business days. The DOL informed STG, by letter dated April 13, 2010, that
the prospective corrective action for participant contribution remittances was sufficient and that
no further action would be taken. STG followed with a letter to the DOL on May 8, 2010 with
agreement to implement the prospective corrective action plan. In addition, STG voluntarily
remitted lost earnings plus interest on the late contributions to the Plans trust on May 12, 2010
and allocated such amounts to Plan participants. STG voluntarily made all tax return filings for
the Plan with the IRS and paid penalties and interest due as of July 21, 2010 to the IRS.
Continued
12
STEWART SALARY DEFERRAL PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(9) SUBSEQUENT EVENTS
Subsequent events have been evaluated through June 9, 2011, which is the date the financial
statements were issued.
During May 2011, the Administrative Committee voted to amend the Plan to remove the ninety days
(90) of service requirement to allow for immediate participation in the Plan for employees who work
a minimum number of hours, as defined by the Plan, effective July 2011.
During May 2011, the Administrative Committee also voted to amend the Plan to permit employees to
rollover Roth 401(k) after-tax amounts with earnings held in other qualified plans into the Plan,
subject to certain restrictions, effective July 2011.
Continued
13
STEWART SALARY DEFERRAL PLAN
Schedule H, Line 4a Schedule of Delinquent Participant Contributions
Year Ended December 31, 2010
Plan Sponsor Number: 74-0924290
Plan Number: 002
|
|
|
|
|
Participant Contributions |
|
Total that Constitute Nonexempt |
Transferred Late to Plan |
|
Prohibited Transactions |
(including Participant Loan Repayments) |
|
Corrected Outside VFCP |
$14,709,590 |
|
$ |
14,709,590 |
|
See accompanying report of independent registered public accounting firm.
14
STEWART SALARY DEFERRAL PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2010
Plan Sponsor Number: 74-0924290
Plan Number: 002
|
|
|
|
|
|
|
|
|
|
|
Party- |
|
Identity of issuer, |
|
Description of investment including maturity |
|
|
|
|
in- |
|
borrower, lessor, or |
|
date, rate of interest, collateral, par or |
|
|
|
Current |
interest |
|
similar party |
|
maturity value |
|
Cost |
|
value |
|
|
|
|
|
Participant Directed Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Bond Index Fund N
|
|
**
|
|
$ |
21,897,444 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Advantage Cash Investment Money Market
Fund Class I
|
|
**
|
|
|
28,880,216 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Advantage Index Fund Admin Class
|
|
**
|
|
|
29,655,168 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target Today Fund I
|
|
**
|
|
|
1,267,099 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target 2010 Fund I
|
|
**
|
|
|
7,886,284 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target 2020 Fund I
|
|
**
|
|
|
16,226,989 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target 2030 Fund I
|
|
**
|
|
|
10,478,875 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target 2040 Fund I
|
|
**
|
|
|
5,206,207 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Dow Jones Target 2050 Fund I
|
|
**
|
|
|
782,399 |
|
|
|
Invesco AIM
Investment
Services, Inc.
|
|
Small Cap Growth Fund Class I
|
|
**
|
|
|
5,225,444 |
|
|
|
Dodge & Cox Funds
|
|
Stock Fund
|
|
**
|
|
|
20,103,602 |
|
|
|
Dreyfus Family of
Funds
|
|
Small Cap Stock Index Fund
|
|
**
|
|
|
10,577,446 |
|
|
|
Goldman Sachs Funds
|
|
Small Cap Value Fund
|
|
**
|
|
|
8,658,897 |
|
|
|
Goldman Sachs Funds
|
|
Short Duration Government Fund Class I
|
|
**
|
|
|
7,523,363 |
|
|
|
Janus Funds
|
|
Forty Fund Class S
|
|
**
|
|
|
10,625,521 |
|
|
|
Fidelity Investments
|
|
Advisor Spartan International Fund Class I
|
|
**
|
|
|
15,168,354 |
|
*
|
|
Stewart Information
Services Corporation
|
|
Common Stock
|
|
**
|
|
|
3,395,170 |
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Short Term Investment Fund G
|
|
**
|
|
|
171,189 |
|
*
|
|
Participant loans
|
|
Interest rates from 4.50% to 9.75%
|
|
**
|
|
|
6,422,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-participant Directed Investment: |
|
|
|
|
|
|
*
|
|
Wells Fargo Bank of
Texas, N.A.
|
|
Advantage Cash Investment Money Market
Service Fund
|
|
$-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (Held at End of Year)
|
|
|
|
$ |
210,151,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
A party-in-interest as defined by ERISA. |
|
** |
|
Cost information is not required as these assets are participant-directed. |
See accompanying report of independent registered public accounting firm.
15
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee
of the Stewart Salary Deferral Plan has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
|
|
|
Date: June 9, 2011 |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Larry Davis
Larry
Davis, STG Senior Vice President and |
|
|
|
|
Chairman Administrative Committee of the |
|
|
|
|
Stewart Salary Deferral Plan |
16