Nat Otis - Director of Investor Relations Matt Morris - Chief Executive Officer Allen Berryman - Chief Financial Officer

John Campbell - Stephens Inc. Bose George - KBW Geoffry Dunn - Dowling & Partners Kevin Kaczmarek - Zelman & Associates

Good morning. Thank you for joining us for our fourth quarter 2016 earnings conference call.

We will be discussing results that were released earlier this morning. Joining me today are CEO, Matt Morris; and CFO, Allen Berryman.

To listen online, please go to the stewart.com website to access the link for this conference call. I will remind participants that this conference call may contain forward-looking statements that involve a number of risks and uncertainties.

Because such statements are based on an expectation of future financial operating results and are not statements of facts, actual results may differ materially from those projected. The risk and uncertainties with forward-looking statements are subject to include, but not limited to the risks and other factors detailed in our press release published this morning and in the statement regarding forward-looking information, risk factors and other sections of the Company's Form 10-K and other filings with the SEC.

Let me now turn the call over to Matt.

Thank you, Nat. We appreciate everyone joining us today and as some of you are maybe in the snow this morning, so we appreciate the time.

This morning we reported solid fourth quarter 2016 results with pretax income improving $20 million over the fourth quarter of 2015. Total fourth quarter 2016 revenues increased 6% to $526 million while operating revenues improved by $31 million over fourth quarter 2015 primarily due to increased revenues from our core title operations.

We reported net income of $17 million or $0.71 per diluted share for the fourth quarter 2016, compared to net income of $3 million or $0.11 a share per diluted share for the prior year quarter. Total title revenues increased $37 million or 8% due to higher revenues in our independent agency, core retail and commercial channels, which led to an improved title segment margin of 7.4% this quarter, up from 4.9% than the prior year quarter.

Purchase transactions grew nicely year-over-year and domestic commercial revenues were actually the highest we’ve seen in the last 16 quarters. We were able to hold segment employee costs flat while increasing operating revenues by 8%.

Although industry-wide refinancing transactions are forecasted to decline significantly in the coming year, we still expect expanding margins given our transaction mix is more heavily weighted to purchase transactions. We do anticipate a slowing but sustainable transaction volume, both price increases and existing and new home sales driven largely by demographics in the emerging millennial home buyer in addition to favorable macro trends we were even more encouraged by positive growth in key markets as a result of our new sales initiatives.

We do continue to benefit from the cost management initiatives, as well as enhanced financial discipline within our core operations resulting in total employee and other operating expense decreasing 3% for the quarter, while total operating revenue increased 6%. In addition, we are encouraged by programs currently being deployed which will further reduce our cost per file and improve margins.

Allen is going to be reviewing these savings projections further in his comments. Our adjusted EBITDA improved 100% over the prior year quarter on a 6% revenue increase validating the changes we have made in our transformed operating model.

Overall, our fourth quarter marked a solid finish to a very important year for Stewart. We completed our journey to a best practices governance structure with the elimination of the dual-class stock and the addition of new board members including two very experienced insurance CEOs, Fred Eppinger and Allen Bradley.

Both of these new directors led their respective companies to produce strong growth and excellent shareholder returns. I am pleased to report that all of our new board members are actively engaged and already making significant contributions.

Also in the year, we enhanced the capability and capacity of our team with the addition of Tim Okrie, our Chief Operating Officer to focus on delivering our growth and bottom-line performance objectives. We did generate encouraging revenue growth in our core markets while continuing our plans to improve the efficiency in our operating model and we took actions to significantly improve the results of our ancillary services operations and focus on our core business.

We are confident that these actions along with our commitment to improving our customers’ experience and our growth plans in targeted markets positions us for continued earnings growth and sustainable margin improvement. We remain positive on our prospects going forward for both our company and the overall macroeconomic environment.

So I’ll now turn it over to Allen for more detail on our financial results.

Thank you, Matt, and good morning, everyone. The title segment generated pretax income of $38 million or a 7.4% margin, compared to fourth quarter 2015 pretax income of $23 million or a 4.9% margin.

Our title segment revenues were $512 million for the fourth quarter 2016, an increase of 8% from fourth quarter of 2015. With respect to our direct title operations, overall revenues increased 4% from fourth quarter 2015, as a result of revenue increases in our core retail, domestic commercial and international operations.

Somewhat offsetting these revenue increases were declines in default-related centralized title transactions. Total commercial revenues for the quarter were comparable to prior year quarter while domestic commercial revenues increased 2% to $53 million which as we noted a moment ago was the highest quarterly revenue generated in the past four years.

Domestic residential fee per file in the quarter was approximately $1900, a 2% decline from fourth quarter 2015. Domestic commercial fee per file was $6700 compared to $6200 in the prior year quarter or a 7% increase.

Fourth quarter 2016, total international revenues increased 9% due to increased volumes on a local currency basis, principally in Canada, partially offset by the impact of a weaker British pound against the US dollar. On a full year basis, our Canadian operations achieved record premium revenues on a local currency basis.

Revenues from independent agency operations increased to 11% or $28 million in the fourth quarter of 2016. Net retention revenues increased $3 million or 6% generally inline with the increase of our direct retail locations.

Quarterly fluctuations in the average remittance rates are not unusual and on a full year basis which is more indicative of our ongoing expectation the average remittance rate is 18.2% in 2016 versus 18.3% in 2015. We anticipate our ongoing average annual remittance ratio to be in the low to mid 18% range.

Title losses as a percentage of title revenues were 4.8% in the fourth quarter 2016, as compared to 5.9% in the prior year fourth quarter. On a year-to-date basis, the title loss ratio was 4.8% in 2016 versus 5.6% in 2015.

The fourth quarter’s overall loss ratio was slightly influenced by favorable true-up adjustments to large loss estimates while the full year loss ratio was further influenced by the second quarter policy loss reserve release. We anticipate maintaining a loss accrual rate of approximately 5% in 2017.

Our total balance sheet policy loss reserves were $463 million at year end and remained above the actuarial midpoint of total estimated policy loss reserves. Looking at our Ancillary Services and Corporate segment, revenues for the segment decreased 42% to $14 million, compared to the year ago quarter, primarily due to our strategic decision in 2015 to exit the delinquent loan servicing operations which we completed in first quarter of 2016.

Excluding the 2016 and 2015 non-operating and non-recurring charges I’ll describe in a moment, the segment’s pre-tax loss including the cost of parent company and corporate operations for fourth quarter 2016 was $10 million versus $14 million in 2015. During the fourth quarter 2016, we sold the government services and the loan file review and audit lines of businesses within the Ancillary Services operations and recorded realized losses on the sales totaling $3 million.

Operating losses attributable to the sold operations were approximately $4 million in the quarter. And related to the sales, we also recorded approximately $2 million of early lease termination charges related to Ancillary Services operations as we consolidated our footprint to lower occupancy cost going forward.

Going forward, our Ancillary Services operations will consist almost exclusively of search and valuation services which we expect to generate positive cash flow to be approximately breakeven in 2017 on a GAAP basis which includes purchase price amortization. We anticipate the runrate cost of our parent and corporate operations to be approximately $7 million per quarter resulting in an overall pre-tax loss for the segment.

With respect to operating expenses, as I am reviewing, remember that the fourth quarter 2015 included a number of non-operating and non-recurring charges that were detailed in the expenses section of the earnings release and which totaled approximately $5 million. The discussion that follows excludes those charges.

Employee cost for the fourth quarter 2016 decreased approximately 7% from fourth quarter 2015 while average employee count decreased approximately 9% due to our cost management program, reductions in employee cost, accounts tied to volume declines and the exit of the delinquent loan servicing operations as mentioned earlier. Fourth quarter 2016 employee expenses include approximately $1.3 million of severance.

As we enter 2017, we anticipate further adjustments to overall employee expenses in the first quarter in response to the usual seasonal slowdown in transactional activity as well as ongoing margin enhancement initiatives. As a percentage of total operating revenues, employee cost for the fourth quarter 2016 was 27.9%, an improvement of 430 basis points compared to 32.2% in the prior year quarter.

Other operating expenses for fourth quarter 2016 increased 2%. As a percentage of total operating revenues, other operating expenses decreased by 80 basis points to 18% in the fourth quarter 2016.

Given the proportion of other operating expenses represented by relatively fixed costs and our overall shift to more utilization of third parties rather than internal employees for certain production needs, we anticipate annualized other operating expenses to generally average 18% to 20% of total operating revenues over the near-term. This ratio should gradually decline as our growth plans yield higher revenues relative to the fixed cost.

Lastly, a couple of comments on other matters. The effective tax rate for fourth quarter 2016 was 15% and was lower than normal due to recording benefits from unrecognized research and development tax credits while the fourth quarter 2015 effective tax rate of a negative 400% was due to return to provision adjustments and low pretax income after non-controlling interest.

Cash provided by operations was $59 million in the fourth quarter 2016, compared to $15 million for the same period in 2015. The increase in cash provided by operations was primarily due to the higher net income and lower payment of claims accounts payable during the fourth quarter 2016.

As of year-end, $3 million of cash was held at the parent holding company. As we've discussed on these calls before, our plans to improve margins include further outsourcing, additional automation of manual processes, and continued consolidation of our various systems and production operations.

We are also in the early stages of an initiative that will lower unit cost production in our retail branches, thus further improving margins. Throughout 2016, we invested in the technology and people necessary for this initiative, piloted new title and escrow production technology in two smaller markets and have just recently begun a pilot in a larger market state.

While this is a multi-year effort, the early results of the pilots have been encouraging. We expect to ramp up orders process through the new system on a market-by-market basis during 2017 and 2018.

Although the cost of maintaining duplicate staff through the transition periods will limit savings realized in 2017 on an absolute dollar basis, we expect to achieve runrate savings of over $10 million on an annualized basis by the end of this year and an additional $10 million in the following year based on current transaction volume and mix.

Thanks, Allen. Before we turn over for questions, this is Matt Morris again.

I just want to recognize and as was stated in the press release that Allen Berryman has announced his plans to retire from the company after being with us since 2008. Allen is going to remain with the company through the transition and I just wanted to publicly express our appreciation to Allen for all that he has done in the more than eight years as CFO from – for Stewart we’ve been through significant transformation and Allen has done a yeoman’s job in pulling our finance and accounting organization together for our new operating model and we appreciate his years of service.

So a formal search for a new CFO will start immediately, but just wanted to recognize Allen for his consistent contributions. So, thank you, Allen.

Thank you. Thank you, very much.

And now we can turn it over to the operator.

Hey guys, good morning. Allen, definitely hate to see you move on, it’s been a pleasure working with you.

And then for all of you guys, I mean a big congrats on the positive year. It looks like a lot of changes in operation, you got corporate governance changes.

It seems like, a really solid year for you guys, but.

Thank you. Thank you, John.

Yes, absolutely. So, in the past, I know you guys have talked a little bit about that kind of 10% pretax margin goal in a more normalized market.

It looks like the forecasters are calling for, I guess, somewhat of that normalized market call it 1.5 trillion, 1.6 trillion next year and that’s going to be close to that 80% purchase, 20% refi mix. I know there has been a good bit of internal changes over the last year or two and then, Allen, I think you highlighted some of the runrate cost saves that maybe incremental to what we are expecting.

But just looking for updated thoughts on what you guys think you might be able to do in that kind of normalized market?

Yes, John, it’s Matt. I think as we mentioned in prior quarters, the 10% pretax margin target was set when the default loan services business was still providing significantly accretive margins to our title operations which more than offset all of our corporate expenses.

And after exiting the default loan servicing business, we didn’t back away from that 10%, but we have discussed that it would require additional reductions on our cost per file and higher revenues to offset that – those lost profits. So, as discussed in this quarter and as Allen mentioned, over the next several years, continued plans in place and programs in place that we’ve already seen some benefit that says we are on the right track toward improving profitability long-term and target those specific growth opportunities.

Okay and then in commercial, it seems like pretty good results there, 5% growth, I think some of your peers are down closer to double-digits, and it looks like the orders were down year-over-year. So, maybe a little bit lumpier though, just curious about kind of, A, what drove some of the outperformance in the quarter and then B, just general expectations here, do you guys still like you can maintain the growth in commercial or would it be a good to hold it kind of flattish or what’s your initial expectations are there?

Yes, and I think, again, commercial does change quarter-to-quarter and year-over-year and we would expect relatively flat going forward. From commercial we look at Q4, we had several energy deals helping the Houston office saw good volume on both coasts and that’s not specifically relevant to New York.

So overall, we feel good about 2017. We have a good pipeline to start the year.

We are seeing some opportunity just with some uncertainty in the commercial markets and as you know, we are more driven by those transactions happening and there does seem to be different thoughts on where the commercial volume will go and some portfolio rebalancing which we think is beneficial for 2017. It can uphold that commercial strength.

Okay and just one last one for me, just a small modeling question. The other close orders, it looks like the closing ratio was actually really high this quarter.

What drove that?

I think it’s probably just kind of a rush to get some of those deals close by year end. I don’t know that there was anything special about the types of orders.

They were just kind of the usual odds and ends and they just needed to get them closed by year end. I can’t point anything specific that probably drove that.

Saw that offset.

And John, obviously in a lower refinance, when refinance lines are going down, refinance has a lower closing ratio. So you probably see that across the industry as refinances decrease that closing ratios should increase.

Okay, great. Thanks guys.

Yes.

Hey guys, good morning. If you wanted to continue on the margin question, Allen, so when you think about the margin outlook for 2017, can you just talk about the – on the one hand the benefits from continuing cost cuts, but the industry itself is going to see lower volumes.

So, how do you think margins were to play out for you guys in that – given that backlog?

Yes, I think, Bose, I think the important thing for us is to make sure that we are staying focused on reducing that unit cost per file, which is the initiative I spoke of earlier, as well as just making sure we are focused on the basic blocking and tackling in terms of trying to generate that top-line revenue growth and maintaining a increasing leverage on some of the fixed cost base. So I think the important thing for us is going to be, number one, the production cost, number two, revenue growth, and number three, just that continuing focus on efficiency in the back-office operations.

Okay.

And Bose, this is Matt, just to reemphasize on that, on the volume question, again as we look at refinance, it’s down 45 plus percent probably, but the purchase being up 5%. We think it’s beneficial for us.

We are looking at stronger job growth. So, we do expect the industry premiums maybe down 2% or 3% next year, but given where we’ve seen our growth for the markets we’ve targeted and given our percentage of that purchase business, we still see the revenue line being able to improve those margins.

Okay. Great, that’s helpful.

Thanks. And then, you guys gave some commentary earlier just on the ancillary and corporate segment just the outlook there.

Just in terms of where your runrate is this quarter? How should we think about the bottom-lines for that segment in 2017?

Yes, I think when you are thinking about what’s left in that segment, it’s really just the valuation and search services and roughly a third of the revenue in the segment for this fourth quarter was associated with the businesses we sold. So with what’s left in the runrate of that revenue, we think that on a – generate nice positive cash flow for us, but after you factor in purchase price amortization, slightly breakeven on a GAAP basis.

So when you factor in the cost of the corporate parent company and corporate operations that ends up with a lot of a loss in the quarter and the year.

Okay. Actually, in terms of the dollar amount, I mean, can you give us sort of a little range of that?

Well, I mean, it’s we are roughly operating breakeven on a GAAP basis in the search and valuation services and we are expecting kind of a 7-ish million runrate on – quarterly runrate on the parent company operations, I mean, so that would be roughly the loss.

Okay. Great, thank you.

Thank you. Good morning.

I want to follow-up on that last question. Obviously, you covered the government services and some other business the loans on review, what are your thoughts on valuation and the search business?

Zero margin it sounds like, are these businesses that you’ve come to a conclusion on in which three of those departing the company in the first half? Or are you still reviewing that and looking to improve margins?

Well, yes, of course, we are going to look to improve margins. I would say, kind of the same thing we said, mid 2015 is that we always keep our options open.

So, we are not going to just accept kind of a breakeven outcome for that operation on an ongoing basis. And I’ll just kind of leave it at that.

Okay, I guess, I would have thought, we would have seen margin improvement on any core businesses you would want to keep in the back half of the past year. So, is this running behind your business plan?

Or, I mean, I am trying to get – are these things worth keeping?

Well the sold operations probably didn’t perform as well as we would have liked in the back half of the year which is part of the reason that we sold them. But, as I said, we are going to keep our options open and make that determination sooner rather than later on what’s left.

Okay, and then. I apologize, you lost me a little bit on the expense initiatives.

Can you give a little more specific color on – again on how you get to $20 million of annualized savings over the next few years?

So, right, so, the initiative is around lowering the cost of your core retail title order in our branch operations. The $10 million is kind of the math that we do when we look at some of the pilot results and say, if we just assume kind of the same volume that we are seeing today, and the same rough mix that we are seeing today through those retail operations, you get to a roughly $10 million runrate savings by the time that you roll these out.

So it’s a phased rollout and that’s why you don’t see the $20 million all at one to kind of roll through the states one-by-one. I indicated we’ve done the pilots in the smaller markets and now we are doing a pilot in a larger market to kind of prove the results of the smaller market testing in.

We are very optimistic about it. I mean, it’s been very encouraging so far and we feel good about putting out that $10 million in year one and $10 million in year two.

So we feel pretty good about achieving that. Now there is some overlapping cost, right, because this is a transitional program.

You are going to have staff ramping up in the new system while the staff is still important doing their work in the old system. So, there is some overlap of cost there.

Yes, just to reiterate, we’d probably won’t then see any cost reduction until closer to the end of this year in 2017 just because of duplicative cost that are sitting in the market. But again, on a runrate basis, pretty comfortable and confident in our – hitting that target by the end of 2017 and additional $10 million by the end of 2018.

Okay, thanks.

Hey guys. Thanks for taking my questions.

I guess on the corporate and other revenue with the existing mix of businesses, you mentioned a third of the revenue is going to go away from fourth quarter 2016 due to the sales of businesses, right?

Right.

And I guess with the exit – what’s left? What’s the seasonality looks like?

Should it be similar to title? Or given it has some valuation?

Should it be more tied to applications or open orders versus closings? Can you give a bit of sense of how that’s going to fluctuate throughout the year?

I think that, on the search and valuation work, it’s triggered more or less simultaneously with a title order opening. So, if anything had probably is in advance of recognition of revenue on a title order closing, so if you want to think about it that way, I think that’s probably a reasonable way to think about how the seasonality flow through that business.

Okay, and I guess, back to the $10 million of cost savings you mentioned, maybe $10 million, basically kind of no initial effect for most of $2017 and it kind of starts to phase in towards the end of the year and should we expect maybe a gradual phasing in after that heading into 2018 or will it be kind of chunky quarter-to-quarter after that?

I don’t know that’ll be terribly junky. I don’t recall the rollout schedule right off the top of my head, but it’s obviously tied to how we are rolling it out in market-by-market once the – obviously we are going to target the bigger market states first to get the bigger bank for the buck.

Right off the top of my head, I don’t remember the exact schedule.

Okay. And I guess, on – I think the other – sort of you mentioned answering all right, you answered a question on the other closings versus the open orders, but did you see any acceleration of closings relative to openings in just the regular purchase and refi orders in the quarter?

So, was there may be a bit of a pull forward from the first quarter or something like that?

Yes, we think that process was just due to interest rates increasing, the election effect, you obviously had people making some decisions that they feel like needed to be made. So I do think that’s a true statement.

And did you see any effect on commercial there?

It’s interesting, commercial we saw little bit of both, to be honest with you. We did see some increased activity from rate-sensitive deals closing in the quarter of things that were locked.

On the other side, lot of this is anecdotal on commercial transactions, but due to kind of expectations for tax rates in 2018, et cetera, you had several deals that all of the sudden are anxious to close by the end of the year. So, again, I think, depending on what type of entity was buying and selling, you had some people that were rushing to close and some people that got more patience.

Okay. All right, great.

That’s all I had. Thanks a lot.

That concludes our quarter's conference call. Thank you for joining us today and your interest in Stewart.

We look forward to seeing you next time. Take care.