MGIC INVESTMENT CORP - Quarter Report: 2019 March (Form 10-Q)

Three Months Ended March 31,

Loss ratio

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2019
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to ______
	Commission file number 1-10816

MGIC Investment Corporation

(Exact name of registrant as specified in its charter)



WISCONSIN		39-1486475
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

250 E. KILBOURN AVENUE		53202
MILWAUKEE, WISCONSIN		(Zip Code)
(Address of principal executive offices)

(414) 347-6480
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO o

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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o	(Do not check if a smaller reporting company)
Emerging growth company o	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

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



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	MTG	New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of April 30, 2019, there were 355,985,627 shares of common stock of the registrant, par value $1.00 per share, outstanding.

Forward Looking and Other Statements

All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward looking statements.” Forward looking statements consist of statements that relate to matters other than historical fact. In most cases, forward looking statements may be identified by words such as “believe,” “anticipate” or “expect,” or words of similar import. The risk factors referred to in “Forward Looking Statements and Risk Factors – Location of Risk Factors” in Management’s Discussion and Analysis of Financial Condition and Results of Operations below, may cause our actual results to differ materially from the results contemplated by forward looking statements that we may make. We are not undertaking any obligation to update any forward looking statements or other statements we may make in this document even though these statements may be affected by events or circumstances occurring after the forward looking statements or other statements were made. Therefore no reader of this document should rely on these statements being current as of any time other than the time at which this document was filed with the Securities and Exchange Commission.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2019



Table of contents
		Page
PART I — FINANCIAL INFORMATION
Item 1	Financial Statements:
	Consolidated Balance Sheets - March 31, 2019 (Unaudited) and December 31, 2018	7
	Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2019 and 2018	8
	Consolidated Statements of Comprehensive Income (Unaudited) - Three Months Ended March 31, 2019 and 2018	9
	Consolidated Statements of Shareholders’ Equity (Unaudited) - Three Months Ended March 31, 2019 and 2018	10
	Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2019 and 2018	11
	Notes to Consolidated Financial Statements (Unaudited)	12
	Note 1 - Nature of Business and Basis of Presentation	12
	Note 2 - Significant Accounting Policies	12
	Note 3 - Debt	14
	Note 4 - Reinsurance	14
	Note 5 - Litigation and Contingencies	16
	Note 6 - Earnings Per Share	16
	Note 7 - Investments	17
	Note 8 - Fair Value Measurements	20
	Note 9 - Other Comprehensive Income	23
	Note 10 - Benefit Plans	23
	Note 11 - Loss Reserves	24
	Note 12 - Shareholders’ Equity	26
	Note 13 - Share-Based Compensation	27
	Note 14 - Statutory Information	27

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3	Quantitative and Qualitative Disclosures about Market Risk	52
Item 4	Controls and Procedures	52

PART II — OTHER INFORMATION
Item 1	Legal Proceedings	53
Item 1A	Risk Factors	53
Item 5	Other Information	58
Item 6	Exhibits	58
INDEX TO EXHIBITS		58
SIGNATURES		59

MGIC Investment Corporation - Q1 2019 | 3

Glossary of terms and acronyms

/ A

ARMs

Adjustable rate mortgages

ABS

Asset-backed securities

ASC

Accounting Standards Codification

Available Assets

Assets, as designated under the PMIERs, that are readily available to pay claims, and include the most liquid investments

/ B

Book or book year

A group of loans insured in a particular calendar year

BPMI

Borrower-paid mortgage insurance

/ C

CECL

Current expected credit losses

CFPB

Consumer Financial Protection Bureau

CLO

Collateralized loan obligations

CMBS

Commercial mortgage-backed securities

/ D

DAC

Deferred insurance policy acquisition costs

Debt-to-income (“DTI”) ratio

The ratio, expressed as a percentage, of a borrower’s total debt payments to gross income

Direct

When referring to insurance or risk written or in force, “direct” means before giving effect to reinsurance

/ F

Fannie Mae

Federal National Mortgage Association

FCRA

Fair Credit Reporting Act

FEMA

Federal Emergency Management Agency

FHA

Federal Housing Administration

FHFA

Federal Housing Finance Agency

FHLB

Federal Home Loan Bank of Chicago, of which MGIC is a member

FICO score

A measure of consumer credit risk provided by credit bureaus, typically produced from statistical models by Fair Isaac Corporation utilizing data collected by the credit bureaus

Freddie Mac

Federal Home Loan Mortgage Corporation

/ G

GAAP

Generally Accepted Accounting Principles in the United States

GSEs

Collectively, Fannie Mae and Freddie Mac

/ H

HAMP

Home Affordable Modification Program

HARP

Home Affordable Refinance Program

Home Re

Home Re 2018-1, Ltd., an unaffiliated special purpose insurer domiciled in Bermuda

HOPA

Homeowners Protection Act

HUD

Housing and Urban Development

/ I

IADA

Individual Assistance Disaster Area

IBNR

Losses incurred but not reported

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IIF

Insurance in force, which for loans insured by us, is equal to the unpaid principal balance, as reported to us

/ L

LAE

Loss adjustment expenses

Legacy book

Mortgage insurance policies written prior to 2009

Loan-to-value ("LTV") ratio

The ratio, expressed as a percentage, of the dollar amount of the first mortgage loan to the value of the property at the time the loan became insured and does not reflect subsequent housing price appreciation or depreciation. Subordinate mortgages may also be present.

Long-term debt:

5.75% Notes

5.75% Senior Notes due on August 15, 2023, with interest payable semi-annually on February 15 and August 15 of each year

9% Debentures

9% Convertible Junior Subordinated Debentures due on April 1, 2063, with interest payable semi-annually on April 1 and October 1 of each year

FHLB Advance or the Advance

1.91% Fixed rate advance from the FHLB due on February 10, 2023, with interest payable monthly

Loss ratio

The ratio, expressed as a percentage, of the sum of incurred losses and loss adjustment expenses to NPE

Low down payment loans or mortgages

Loans with less than 20% down payments

LPMI

Lender-paid mortgage insurance

/ M

MBS

Mortgage-backed securities

MD&A

Management's discussion and analysis of financial condition and results of operations

MGIC

Mortgage Guaranty Insurance Corporation, a subsidiary of MGIC Investment Corporation

MAC

MGIC Assurance Corporation, a subsidiary of MGIC

MIC

MGIC Indemnity Corporation, a subsidiary of MGIC

Minimum Required Assets

The greater of $400 million or the total of the minimum amount of Available Assets that must be held under the PMIERs based upon a percentage of RIF weighted by certain risk attributes

MPP

Minimum Policyholder Position, as required under certain state requirements. The “policyholder position” of a mortgage insurer is its net worth or surplus, contingency reserve and a portion of the reserves for unearned premiums

/ N

N/A

Not applicable for the period presented

NAIC

The National Association of Insurance Commissioners

NIW

New Insurance Written, is the aggregate original principal amount of the mortgages that are insured during a period

N/M

Data, or calculation, deemed not meaningful for the period presented

NPE

The amount of premiums earned, net of premiums assumed and ceded under reinsurance agreements

NPL

Non-performing loan, which is a delinquent loan, at any stage in its delinquency

NPW

The amount of premiums written, net of premiums assumed and ceded under reinsurance agreements

/ O

OCI

Office of the Commissioner of Insurance of the State of Wisconsin

/ P

Persistency

The percentage of our insurance remaining in force from one year prior

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PMI

Private Mortgage Insurance (as an industry or product type)

PMIERs

Private Mortgage Insurer Eligibility Requirements issued by the GSEs

Premium Yield

The ratio of NPE divided by the average IIF outstanding for the period measured

/ Q

QSR Transaction

Quota share reinsurance transaction

/ R

RESPA

Real Estate Settlement Procedures Act

RIF

Risk in force, which for an individual loan insured by us, is equal to the unpaid loan principal balance, as reported to us, multiplied by the insurance coverage percentage. RIF is sometimes referred to as exposure.

Risk-to-capital

Under certain state regulations, the ratio of RIF, net of reinsurance and exposure on policies currently in default and for which loss reserves have been established, to the level of statutory capital

RMBS

Residential mortgage-backed securities

/ S

State Capital Requirements

Under certain state regulations, the minimum amount of statutory capital relative to risk in force (or similar measure)

/ U

Underwriting expense ratio

The ratio, expressed as a percentage, of the underwriting and operating expenses, net and amortization of DAC of our combined insurance operations (which excludes underwriting and operating expenses of our non-insurance subsidiaries) to NPW

Underwriting profit

NPE minus incurred losses and underwriting expenses

USDA

U.S. Department of Agriculture

/ V

U.S. Department of Veterans Affairs

VIE

Variable interest entity

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(In thousands)	Note	March 31, 2019			December 31, 2018
ASSETS		(Unaudited)
Investment portfolio:	7 / 8
Fixed income, available-for-sale, at fair value (amortized cost 2019 - $5,229,535; 2018 - $5,196,784)		$	5,287,360		$	5,151,987
Equity securities, at fair value (cost 2019 - $4,016; 2018 - $3,993)	2 / 7 / 8	4,057			3,932
Other invested assets, at cost	2 / 7 / 8	3,100			3,100
Total investment portfolio		5,294,517			5,159,019
Cash and cash equivalents		259,351			151,892
Restricted cash and cash equivalents		3,161			3,146
Accrued investment income		46,699			48,001
Reinsurance recoverable on loss reserves	4	31,875			33,328
Reinsurance recoverable on paid losses		3,069			2,948
Premiums receivable		51,596			55,090
Home office and equipment, net		50,388			51,734
Deferred insurance policy acquisition costs		17,630			17,888
Deferred income taxes, net		39,440			69,184
Other assets		72,371			85,572
Total assets		$	5,870,097		$	5,677,802

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Loss reserves	11	$	655,264		$	674,019
Unearned premiums		404,504			409,985
Federal Home Loan Bank advance	3	155,000			155,000
Senior notes	3	420,002			419,713
Convertible junior subordinated debentures	3	256,872			256,872
Other liabilities		162,272			180,322
Total liabilities		2,053,914			2,095,911
Contingencies	5
Shareholders’ equity:	12
Common stock (one dollar par value, shares authorized 1,000,000; shares issued 2019 - 371,353; 2018 - 371,353; shares outstanding 2019 - 355,986; 2018 - 355,371)		371,353			371,353
Paid-in capital		1,856,236			1,862,536
Treasury stock at cost (shares 2019 - 15,367; 2018 - 15,982)		(169,129		)	(175,059		)
Accumulated other comprehensive loss, net of tax		(41,493		)	(124,214		)
Retained earnings		1,799,216			1,647,275
Total shareholders’ equity		3,816,183			3,581,891
Total liabilities and shareholders’ equity		$	5,870,097		$	5,677,802

See accompanying notes to consolidated financial statements.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

		Three Months Ended March 31,
(In thousands, except per share data)	Note	2019			2018
Revenues:
Premiums written:
Direct		$	273,897		$	270,034
Assumed		1,107			92
Ceded	4	(30,723		)	(33,220		)
Net premiums written		244,281			236,906
Decrease (increase) in unearned premiums, net		5,480			(4,799		)
Net premiums earned		249,761			232,107
Investment income, net of expenses		40,585			32,121
Net realized investment losses	7	(526		)	(329		)
Other revenue		1,830			1,871
Total revenues		291,650			265,770

Losses and expenses:
Losses incurred, net	11	39,063			23,850
Amortization of deferred policy acquisition costs		2,478			2,572
Other underwriting and operating expenses, net		45,940			46,090
Interest expense		13,233			13,233
Total losses and expenses		100,714			85,745
Income before tax		190,936			180,025
Provision for income taxes		38,995			36,388
Net income		$	151,941		$	143,637

Earnings per share:
Basic	6	$	0.43		$	0.39
Diluted	6	$	0.42		$	0.38

Weighted average common shares outstanding - basic	6	355,653			370,908
Weighted average common shares outstanding - diluted	6	376,667			391,562

See accompanying notes to consolidated financial statements.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

		Three Months Ended March 31,
(In thousands)	Note	2019		2018
Net income		$	151,941	$	143,637
Other comprehensive income (loss), net of tax:	9
Change in unrealized investment gains and losses	7	81,071		(64,453		)
Benefit plan adjustments		1,650		494
Other comprehensive income (loss), net of tax		82,721		(63,959		)
Comprehensive income		$	234,662	$	79,678

See accompanying notes to consolidated financial statements.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

		Three Months Ended March 31,
(In thousands)	Note	2019			2018
Common stock
Balance, beginning of period		$	371,353		$	370,567
Net common stock issued under share-based compensation plans		—			781
Balance, end of period		371,353			371,348

Paid-in capital
Balance, beginning of period		1,862,536			1,850,582
Net common stock issued under share-based compensation plans		—			(8,854		)
Reissuance of treasury stock, net under share-based compensation plans		(11,582		)	—
Equity compensation		5,282			5,272
Balance, end of period		1,856,236			1,847,000

Treasury stock
Balance, beginning of period		(175,059		)	—
Reissuance of treasury stock, net under share-based compensation plans		5,930			—
Balance, end of period		(169,129		)	—

Accumulated other comprehensive (loss) income
Balance, beginning of period		(124,214		)	(43,801		)
Other comprehensive income (loss), net of tax	9	82,721			(63,959		)
Balance, end of period		(41,493		)	(107,760		)

Retained earnings
Balance, beginning of period		1,647,275			977,178
Net income		151,941			143,637
Balance, end of period		1,799,216			1,120,815

Total shareholders’ equity		$	3,816,183		$	3,231,403

See accompanying notes to consolidated financial statements.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended March 31,
(In thousands)	2019			2018
Cash flows from operating activities:
Net income	$	151,941		$	143,637
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	11,908			15,833
Deferred tax expense	7,755			39,388
Net realized investment losses	526			329
Change in certain assets and liabilities:
Accrued investment income	1,302			937
Reinsurance recoverable on loss reserves	1,453			3,000
Reinsurance recoverable on paid losses	(121		)	154
Premium receivable	3,494			1,344
Deferred insurance policy acquisition costs	258			(87		)
Profit commission receivable	(2,836		)	377
Loss reserves	(18,755		)	(61,464		)
Unearned premiums	(5,481		)	4,754
Return premium accrual	(3,100		)	(5,500		)
Current income taxes	30,983			(3,149		)
Other, net	(14,446		)	(5,587		)
Net cash provided by operating activities	164,881			133,966

Cash flows from investing activities:
Purchases of investments	(348,746		)	(209,497		)
Proceeds from sales of investments	106,010			10,844
Proceeds from maturity of fixed income securities	202,929			155,605
Additions to property and equipment	(308		)	(5,208		)
Net cash used in investing activities	(40,115		)	(48,256		)

Cash flows from financing activities:
Repurchase of common stock	(11,640		)	—
Payment of withholding taxes related to share-based compensation net share settlement	(5,652		)	(8,073		)
Net cash used in financing activities	(17,292		)	(8,073		)
Net increase in cash and cash equivalents and restricted cash and cash equivalents	107,474			77,637
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	155,038			99,851
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	262,512		$	177,488

See accompanying notes to consolidated financial statements.

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MGIC INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Note 1. Nature of Business and Basis of Presentation

MGIC Investment Corporation is a holding company which, through Mortgage Guaranty Insurance Corporation (“MGIC”), is principally engaged in the mortgage insurance business. We provide mortgage insurance to lenders throughout the United States and to government sponsored entities to protect against loss from defaults on low down payment residential mortgage loans. MGIC Assurance Corporation (“MAC”) and MGIC Indemnity Corporation (“MIC”), insurance subsidiaries of MGIC, provide insurance for certain mortgages under Fannie Mae and Freddie Mac (the “GSEs”) credit risk transfer programs.

The accompanying unaudited consolidated financial statements of MGIC Investment Corporation and its wholly-owned subsidiaries have been prepared in accordance with the instructions to Form 10-Q as prescribed by the Securities and Exchange Commission (“SEC”) for interim reporting and do not include all of the other information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2018 included in our 2018 Annual Report on Form 10-K. As used below, “we,” “our” and “us” refer to MGIC Investment Corporation’s consolidated operations or to MGIC Investment Corporation, as the context requires.

In the opinion of management, the accompanying financial statements include all adjustments, consisting primarily of normal recurring accruals, necessary to fairly state our consolidated financial position and consolidated results of operations for the periods indicated. The consolidated results of operations for the interim period may not be indicative of the results that may be expected for the year ending December 31, 2019.

Substantially all of our insurance written since 2008 has been for loans purchased by the GSEs. The current private mortgage insurer eligibility requirements ("PMIERs") of the GSEs include financial requirements, as well as business, quality control and certain transactional approval requirements. The financial requirements of the PMIERs require a mortgage insurer’s "Available Assets" (generally only the most liquid assets of an insurer) to equal or exceed its "Minimum Required Assets" (which are based on an insurer's book of insurance in force, calculated from tables of factors with several risk dimensions and subject to a floor amount). Based on our interpretation of the PMIERs, as of March 31, 2019, MGIC’s Available Assets are in excess of its Minimum Required Assets; and MGIC is in compliance with the financial requirements of the PMIERs and eligible to insure loans purchased by the GSEs.

Reclassifications

Certain reclassifications to 2018 amounts have been made in the accompanying financial statements to conform to the 2019 presentation.

Subsequent events

We have considered subsequent events through the date of this filing. Refer to Note 4 - “Reinsurance” for information regarding our notice of termination of our 2015 quota share reinsurance agreement (“2015 QSR Transaction”).

Note 2. Significant Accounting Policies

Income taxes

Deferred income taxes are provided under the liability method, which recognizes the future tax effects of temporary differences between amounts reported in the consolidated financial statements and the tax bases of these items. The estimated tax effects are computed at the enacted federal statutory income tax rate. Changes in tax laws, rates, regulations, and policies or the final determination of tax audits or examinations, could materially affect our estimates and can be significant to our operating results. We evaluate the realizability of the deferred tax assets based on the weight of all available positive and negative evidence. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some portion of the deferred tax assets will not be realized.

The recognition of a tax position is determined using a two-step approach, a more-likely-than-not threshold for recognition and derecognition, and a measurement attribute that is the greatest amount of benefit that is cumulatively greater than 50% likely of being realized. When evaluating a tax position for recognition and measurement, we presume that the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. We recognize interest accrued and penalties related to unrecognized tax benefits in our provision for income taxes.

Federal tax law permits mortgage guaranty insurance companies to deduct from taxable income, subject to certain limitations, the amounts added to contingency loss reserves, which are recorded for regulatory purposes. The amounts we deduct must generally be included in taxable income in the tenth subsequent year. The deduction is allowed only to the extent that we purchase and hold U.S. government noninterest bearing tax and loss bonds in an amount equal to the tax benefit attributable to the deduction. We account for these purchases as a payment of current federal income tax.

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Recent accounting and reporting developments

Accounting standards effective in 2019, or early adopted, and relevant to our financial statements

Accounting Standard Update (“ASU”) 2016-02 - Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) amended the previous leasing standard and created ASC 842, Leases. ASC 842 requires a lessee to recognize a right-of-use asset and lease liability for substantially all leases. Effective for the quarter ended March 31, 2019, we adopted the updated guidance for leases and also elected to apply all practical expedients applicable to us in the updated guidance for transition of leases in effect at adoption, including using hindsight to determine the lease term of existing leases, the option to not reassess whether an existing contract is a lease or contains a lease and whether the lease is an operating or finance lease. The adoption of the updated guidance resulted in the recognition of an immaterial right-of-use asset as part of other assets and a lease liability as part of other liabilities in the consolidated balance sheet as of March 31, 2019. The adoption of the updated guidance did not have a material effect on our consolidated results of operations or liquidity.

Our minimum future operating lease payments as of March 31, 2019 totaled $2.6 million.

Prospective Accounting Standards

Table 2.1 shows the relevant new amendments to accounting standards, which are not yet effective or adopted.



Standard / Interpretation
Table	2.1

Amended Standards				Effective date
ASC 326		Financial Instruments - Credit Losses
		•	ASU 2016-13 - Measurement of Credit Losses on Financial Instruments	January 1, 2020
ASC 820		Fair Value Measurement
		•	ASU 2018-13 - Changes to the Disclosure Requirements for Fair Value Measurements	January 1, 2020
ASC 715		Compensation - Retirement Benefits
		•	ASU 2018-14 - Changes to the Disclosure Requirements for Defined Benefit Plans	January 1, 2021

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued updated guidance that requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial instruments. Entities will be required to utilize a current expected credit losses (“CECL”) methodology that incorporates their forecast of future economic conditions into their loss estimate unless such forecast is not reasonable and supportable, in which case the entity will revert to historical loss experience. Any allowance for CECL reduces the amortized cost basis of the financial instrument to the amount an entity expects to collect. Credit losses relating to available-for-sale fixed maturity securities are to be recorded through an allowance for credit losses, rather than a write-down of the asset, with the amount of the allowance limited to the amount by which fair value is less than amortized

cost. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The updated guidance is not prescriptive about certain aspects of estimating expected credit losses, including the specific methodology to use, and therefore will require significant judgment in application. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual and interim periods in fiscal years beginning after December 15, 2018. We are currently evaluating the impacts the adoption of this guidance will have on our consolidated financial statements and disclosures, but do not expect it to have a material impact.

Changes to the Disclosure Requirements for Fair Value Measurement

In August 2018, the FASB issued updated guidance that changes the disclosure requirements for fair value measurements. The updated guidance removed the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The updated guidance clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurements as of the reporting date. Further, the updated guidance will require disclosure of changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. An entity is permitted to early adopt any guidance that removed or modified disclosures upon issuance of this update and to delay adoption of the additional disclosures until its effective date. We are currently evaluating the impacts the adoption of this guidance will have on our consolidated financial statement disclosures, but do not expect it to have a material impact.

Changes to the Disclosure Requirements for Defined Benefit Plans

In August 2018, the FASB issued amendments to modify the disclosure requirements for defined benefit plans. The updated guidance removed the requirements to identify amounts that are expected to be reclassified out of accumulated other comprehensive income and recognized as components of net periodic benefit cost in the coming year and the effects of a one-percentage-point change in assumed health care cost trend rates on service and interest cost and on the postretirement benefit obligation. The updated guidance added disclosures for the weighted-average interest crediting rates for cash balance plans and other plans with interest crediting rates and explanations for significant gains and losses related to changes in the benefit obligation for the period. The updated guidance is effective for annual periods beginning after December 15, 2020. Early adoption is permitted. An entity should apply the amendments on a retrospective basis to all periods presented. We are currently evaluating the impacts the adoption of this

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guidance will have on our consolidated financial statement disclosures, but do not expect it to have a material impact.

Note 3. Debt

Debt obligations

The par value of our long-term debt obligations and their aggregate carrying values as of March 31, 2019 and December 31, 2018 are presented in table 3.1 below.



Long-term debt obligations
Table	3.1
(In millions)		March 31, 2019		December 31, 2018
FHLB Advance - 1.91%, due February 2023		$	155.0	$	155.0
5.75% Notes, due August 2023 (par value: $425 million)		420.0		419.7
9% Debentures, due April 2063 ⁽¹⁾		256.9		256.9
Long-term debt, carrying value		$	831.9	$	831.6

⁽¹⁾

Convertible at any time prior to maturity at the holder’s option, at an initial conversion rate, which is subject to adjustment, of 74.0741 shares per $1,000 principal amount, representing an initial conversion price of approximately $13.50 per share. If a holder elects to convert its debentures, deferred interest owed on the debentures being converted is also converted into shares of our common stock. The conversion rate for any deferred interest is based on the average price that our shares traded at during a 5-day period immediately prior to the election to convert. In lieu of issuing shares of common stock upon conversion of the debentures, we may, at our option, make a cash payment to converting holders for all or some of the shares of our common stock otherwise issuable upon conversion.

The 5.75% Senior Notes (“5.75% Notes”), 9% Convertible Junior Subordinated Debentures (“9% Debentures”), and any amounts drawn on our revolving credit facility, are obligations of our holding company, MGIC Investment Corporation, and not of its subsidiaries. In addition to interest on amounts drawn, the unused portion of our revolving credit facility is subject to recurring commitment fees, which are reflected in interest payments. The Federal Home Loan Bank Advance (the “FHLB Advance”) is an obligation of MGIC.

Interest payments

Interest payments for each of the three months ended March 31, 2019 and 2018 were $13.1 million.

Note 4. Reinsurance

The reinsurance agreements to which we are a party, excluding captive agreements (which were immaterial), are discussed below. The effect of all of our reinsurance agreements on premiums earned and losses incurred is shown in table 4.1 below.



Reinsurance
Table	4.1
		Three Months Ended March 31,
(In thousands)		2019			2018
Premiums earned:
Direct		$	279,613		$	265,251
Assumed		872			121
Ceded		(30,724		)	(33,265		)
Net premiums earned		$	249,761		$	232,107

Losses incurred:
Direct		$	40,804		$	31,501
Assumed		(67		)	90
Ceded		(1,674		)	(7,741		)
Losses incurred, net		$	39,063		$	23,850

Quota share reinsurance

We utilize quota share reinsurance to manage our exposure to losses resulting from our mortgage guaranty insurance policies and to provide reinsurance capital credit under the PMIERs. Each of the reinsurers under our QSR Transactions has an insurer financial strength rating of A- or better by Standard and Poor’s Rating Services, A.M. Best or both.

2019 QSR Transaction. We entered into a QSR transaction with a group of unaffiliated reinsurers with an effective date of January 1, 2019 (“2019 QSR Transaction”), which provides coverage on eligible new insurance written in 2019. Under the 2019 QSR Transaction, we will cede losses and premiums on or after the effective date through December 31, 2030, at which time the agreement expires. Early termination of the agreement can be elected by us effective December 31, 2021 or bi-annually thereafter, for a fee, or under specified scenarios for no fee upon prior written notice, including if we will receive less than 90% of the full credit amount under the PMIERs for the risk ceded in any required calculation period.

The structure of the 2019 QSR Transaction is a 30% quota share, with a one-time option, elected by us, to reduce the cede rate to either 25% or 20% effective July 1, 2020, or bi-annually thereafter, for a fee, for all policies covered, with a 20% ceding commission as well as a profit commission. Generally, under the 2019 QSR Transaction, we will receive a profit commission provided that the loss ratio on the loans covered under the agreement remains below 62%.

2018 and prior QSR Transactions. See Note 9 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for more information about our QSR Transactions entered into prior to 2019.

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2015 QSR Transaction. We have terminated a portion of our 2015 QSR Transaction effective June 30, 2019 and have agreed to terms on an amended quota share reinsurance agreement with certain participants from the existing reinsurance panel that effectively reduces the quota share cede rate from 30% to 15% on the remaining eligible insurance. The amended quota share reinsurance agreement is subject to GSE approval. When the amended terms are effective we will generally receive a profit commission provided that the loss ratio on the covered loans remains below 68%.

Table 4.2 below presents a summary of our quota share reinsurance agreements for the three months ended March 31, 2019 and 2018.



Quota Share Reinsurance
Table	4.2
		Three Months Ended March 31,
(In thousands)		2019		2018
Ceded premiums written and earned, net of profit commission ⁽¹⁾		$	28,164	$	33,036
Ceded losses incurred		1,676		7,788
Ceding commissions ⁽²⁾		13,409		12,645
Profit commission		38,881		30,189


⁽¹⁾	Premiums are ceded on an earned and received basis as defined in the agreements.


⁽²⁾	Ceding commissions are reported within Other underwriting and operating expenses, net on the consolidated statements of operations.

Under the terms of the QSR Transactions, ceded premiums, ceding commission and profit commission are settled net on a quarterly basis. The ceded premiums due after deducting the related ceding commission and profit commission is reported within “Other liabilities” on the consolidated balance sheets.

The reinsurance recoverable on loss reserves related to our QSR Transactions was $31.8 million as of March 31, 2019 and $33.2 million as of December 31, 2018. The reinsurance recoverable balance is secured by funds on deposit from the reinsurers which are based on the funding requirements of PMIERs that address ceded risk.

Excess of loss reinsurance

Home Re. We have entered into an aggregate excess of loss reinsurance agreement with Home Re. At the time the Home Re agreement was entered into, we assessed whether Home Re was a variable interest entity (“VIE”). A VIE is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make sufficient decisions relating to the entity’s operations through voting rights or do not substantively participate in gains and losses of the entity. We concluded that Home Re is a VIE. However, given that MGIC (1) does not have the unilateral power to direct the activities that most significantly affect Home Re’s economic performance and (2) does not have the obligation to absorb losses or the right to receive benefits of Home Re, consolidation of Home Re is not required.

The amount of monthly reinsurance coverage premium ceded will fluctuate due to change in one-month LIBOR and changes in money market rates that affect investment income collected on the assets in the reinsurance trust. As the reinsurance premium will vary based on changes in these rates, we concluded that the reinsurance agreement contains an embedded derivative that is accounted for separately as a freestanding derivative. The fair value of the derivative at March 31, 2019, and the change in fair value from December 31, 2018, was not material to our consolidated balance sheet and consolidated statement of operations as of and for the three months ended March 31, 2019, respectively. Total ceded premiums were $2.5 million for the three months ended March 31, 2019.

We are required to disclose our maximum exposure to loss, which we consider to be an amount that we could be required to record in our statement of operations, as a result of our involvement with this VIE. As of March 31, 2019 and December 31, 2018, we did not have material exposure to the VIE as we have no investment in the VIE and had no reinsurance claim payments due from the VIE under our reinsurance agreement. We are unable to determine the timing or extent of claims from losses that are ceded under the reinsurance agreement. The VIE assets are deposited in a reinsurance trust for the benefit of MGIC that will be the source of reinsurance claim payments to MGIC. The purpose of the reinsurance trust is to provide security to MGIC for the obligations of the VIE under the reinsurance agreement. The trustee of the reinsurance trust, a recognized provider of corporate trust services, has established a segregated account within the reinsurance trust for the benefit of MGIC, pursuant to the trust agreement. The trust agreement is governed by, and construed in accordance with, the laws of the State of New York. If the trustee of the reinsurance trust failed to distribute claim payments to us as provided in the reinsurance trust, we would incur a loss related to our losses ceded under the reinsurance agreement and deemed unrecoverable. We are also unable to determine the impact such possible failure by the trustee to perform pursuant to the reinsurance trust agreement may have on our consolidated financial statements. As a result, we are unable to quantify our maximum exposure to loss related to our involvement with the VIE. MGIC has certain termination rights under the reinsurance agreement should its claims not be paid. We consider our exposure to loss from our reinsurance agreement with the VIE to be remote.

The following presents the total assets of Home Re as of March 31, 2019 and December 31, 2018.



Home Re total assets
Table	4.3

(In thousands)
Home Re entity (Issue date)		Total VIE Assets
March 31, 2019
Home Re 2018-01 Ltd. (Oct - 2018)		$	318,636

December 31, 2018
Home Re 2018-01 Ltd. (Oct - 2018)		$	318,636

The assets of Home Re provide capital credit under the PMIERs financial requirements (see Note 1 - Nature of Business and

MGIC Investment Corporation - Q1 2019 | 15

Basis of Presentation”). A decline in the assets available to pay claims would reduce the capital credit available to MGIC.

Note 5. Litigation and Contingencies

Before paying an insurance claim, we review the loan and servicing files to determine the appropriateness of the claim amount. When reviewing the files, we may determine that we have the right to rescind coverage on the loan. We refer to insurance rescissions and denials of claims collectively as “rescissions” and variations of that term. In addition, our insurance policies generally provide that we can reduce or deny a claim if the servicer did not comply with its obligations under our insurance policy. We call such reduction of claims “curtailments.” In recent quarters, an immaterial percentage of claims received in a quarter have been resolved by rescissions. In 2018, and the first quarter of 2019, curtailments reduced our average claim paid by approximately 5.8% and 3.9%, respectively.

Our loss reserving methodology incorporates our estimates of future rescissions, curtailments, and reversals of rescissions and curtailments. A variance between ultimate actual rescission, curtailment and reversal rates and our estimates, as a result of the outcome of litigation, settlements or other factors, could materially affect our losses.

When the insured disputes our right to rescind coverage or curtail claims, we generally engage in discussions in an attempt to settle the dispute. If we are unable to reach a settlement, the outcome of a dispute ultimately may be determined by legal proceedings.

Under ASC 450-20, until a liability associated with settlement discussions or legal proceedings becomes probable and can be reasonably estimated, we consider our claim payment or rescission resolved for financial reporting purposes and do not accrue an estimated loss. Where we have determined that a loss is probable and can be reasonably estimated, we have recorded our best estimate of our probable loss, including recording a probable loss of $23.5 million in the first quarter of 2019. Until settlement negotiations or legal proceedings for which we have recorded a probable loss are concluded, it is reasonably possible that we will record an additional loss. In addition to matters for which we have recorded a probable loss, we are involved in other discussions and/or proceedings with insureds with respect to our claims paying practices. Although it is reasonably possible that when all of these matters are resolved we will not prevail in all cases, we are unable to make a reasonable estimate or range of estimates of the potential liability. We estimate the maximum exposure associated with matters where a loss is reasonably possible to be approximately $266.2 million more than the amount of probable loss we have recorded. This estimate of maximum exposure is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties, and will include an amount for matters for which we have recorded a probable loss until such matters are concluded. The matters underlying the estimate of maximum exposure will change from time to time. This estimate of our maximum exposure does not include interest or consequential or exemplary damages.

Mortgage insurers, including MGIC, have been involved in litigation and regulatory actions related to alleged violations of the anti-referral fee provisions of the Real Estate Settlement Procedures Act, which is commonly known as RESPA, and the notice provisions of the Fair Credit Reporting Act, which is commonly known as FCRA. While these proceedings in the aggregate have not resulted in material liability for MGIC, there can be no assurance that the outcome of future proceedings, if any, under these laws would not have a material adverse effect on us. In addition, various regulators, including the CFPB, state insurance commissioners and state attorneys general may bring other actions seeking various forms of relief in connection with alleged violations of RESPA. The insurance law provisions of many states prohibit paying for the referral of insurance business and provide various mechanisms to enforce this prohibition. While we believe our practices are in conformity with applicable laws and regulations, it is not possible to predict the eventual scope, duration or outcome of any such reviews or investigations nor is it possible to predict their effect on us or the mortgage insurance industry.

Through a non-insurance subsidiary, we utilize our underwriting skills to provide an outsourced underwriting service to our customers known as contract underwriting. As part of the contract underwriting activities, that subsidiary is responsible for the quality of the underwriting decisions in accordance with the terms of the contract underwriting agreements with customers. That subsidiary may be required to provide certain remedies to its customers if certain standards relating to the quality of our underwriting work are not met, and we have an established reserve for such future obligations. Claims for remedies may be made a number of years after the underwriting work was performed. The underwriting remedy expense for 2018 and the first three months of 2019 was immaterial to our consolidated financial statements.

In addition to the matters described above, we are involved in other legal proceedings in the ordinary course of business. In our opinion, based on the facts known at this time, the ultimate resolution of these ordinary course legal proceedings will not have a material adverse effect on our financial position or consolidated results of operations.

Note 6. Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of shares of common stock outstanding. For purposes of calculating basic EPS, vested restricted stock and restricted stock units (“RSUs”) are considered outstanding. Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents. We calculate diluted EPS using the treasury stock method and if-converted method. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if unvested RSUs result in the issuance of common stock. Under the if-converted method, diluted EPS reflects the potential dilution that could occur if our 9% Debentures result in the issuance of common stock. The determination of potentially issuable shares does not consider the satisfaction of the conversion requirements and the shares are included in the determination of diluted EPS as of the beginning of the period, if dilutive.

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Table 6.1 reconciles the numerators and denominators used to calculate basic and diluted EPS.



Earnings per share
Table	6.1
		Three Months Ended March 31,
(In thousands, except per share data)		2019		2018
Basic earnings per share:
Net income		$	151,941	$	143,637
Weighted average common shares outstanding - basic		355,653		370,908
Basic earnings per share		$	0.43	$	0.39

Diluted earnings per share:
Net income		$	151,941	$	143,637
Interest expense, net of tax ⁽¹⁾:
9% Debentures		4,566		4,566
Diluted income available to common shareholders		$	156,507	$	148,203

Weighted average common shares outstanding - basic		355,653		370,908
Effect of dilutive securities:
Unvested RSUs		1,986		1,626
9% Debentures		19,028		19,028
Weighted average common shares outstanding - diluted		376,667		391,562
Diluted earnings per share		$	0.42	$	0.38


⁽¹⁾	The periods ended March 31, 2019 and 2018 were tax-effected at a rate of 21%.

Note 7. Investments

Fixed income securities

The amortized cost, gross unrealized gains and losses, and fair value of investments in fixed income securities classified as available-for-sale at March 31, 2019 and December 31, 2018 are shown in tables 7.1a and 7.1b below.



Details of fixed income securities by category as of March 31, 2019
Table	7.1a
(In thousands)		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses) ⁽¹⁾			Fair Value
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	167,821	$	910	$	(589	)	$	168,142
Obligations of U.S. states and political subdivisions		1,611,092		58,372		(2,226		)	1,667,238
Corporate debt securities		2,442,354		23,363		(9,648		)	2,456,069
Asset backed securities (“ABS”)		217,469		1,045		(33		)	218,481
Residential mortgage backed securities (“RMBS”)		188,201		143		(7,859		)	180,485
Commercial mortgage backed securities (“CMBS”)		272,074		1,808		(4,599		)	269,283
Collateralized loan obligations (“CLO”)		330,524		—		(2,862		)	327,662
Total fixed income securities		$	5,229,535	$	85,641	$	(27,816	)	$	5,287,360

MGIC Investment Corporation - Q1 2019 | 17



Details of fixed income securities by category as of December 31, 2018
Table	7.1b
(In thousands)		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses) ⁽¹⁾			Fair Value
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	167,655	$	597	$	(1,076	)	$	167,176
Obligations of U.S. states and political subdivisions		1,701,826		29,259		(10,985		)	1,720,100
Corporate debt securities		2,439,173		2,103		(40,514		)	2,400,762
ABS		111,953		226		(146		)	112,033
RMBS		189,238		32		(10,309		)	178,961
CMBS		276,352		888		(9,580		)	267,660
CLOs		310,587		2		(5,294		)	305,295
Total fixed income securities		$	5,196,784	$	33,107	$	(77,904	)	$	5,151,987


⁽¹⁾	At March 31, 2019 and December 31, 2018, there were no other-than-temporary impairment losses recorded in other comprehensive income.

We had $13.6 million and $13.5 million of investments at fair value on deposit with various states as of March 31, 2019 and December 31, 2018, respectively, due to regulatory requirements of those state insurance departments.

The amortized cost and fair values of fixed income securities at March 31, 2019, by contractual maturity, are shown in table 7.2 below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Because most ABS, RMBS, CMBS, and CLOs provide for periodic payments throughout their lives, they are listed in separate categories.



Fixed income securities maturity schedule
Table	7.2
		March 31, 2019
(In thousands)		Amortized cost		Fair Value
Due in one year or less		$	375,772	$	375,241
Due after one year through five years		1,748,834		1,753,881
Due after five years through ten years		948,568		966,862
Due after ten years		1,148,093		1,195,465
		4,221,267		4,291,449

ABS		217,469		218,481
RMBS		188,201		180,485
CMBS		272,074		269,283
CLOs		330,524		327,662
Total as of March 31, 2019		$	5,229,535	$	5,287,360

Proceeds from sales of fixed income securities classified as available-for-sale were $106.0 million and $10.8 million during the three months ended March 31, 2019 and 2018, respectively. Gross gains of $0.7 million and $0.1 million and gross losses of $1.3 million and $0.3 million were realized on those sales during the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019, we recorded other-than-temporary impairment (“OTTI”) losses of $0.1 million. During the three months ended March 31, 2018, there were no OTTI losses recognized.

Equity securities

The cost and fair value of investments in equity securities at March 31, 2019 and December 31, 2018 are shown in tables 7.3a and 7.3b below.



Details of equity security investments as of March 31, 2019
Table	7.3a
(In thousands)		Cost		Gross Gains		Gross Losses			Fair Value
Equity securities		$	4,016	$	60	$	(19	)	$	4,057

MGIC Investment Corporation - Q1 2019 | 18



Details of equity security investments as of December 31, 2018
Table	7.3b
(In thousands)		Cost		Gross Gains		Gross Losses			Fair Value
Equity securities		$	3,993	$	11	$	(72	)	$	3,932

For the three months ended March 31, 2019, we recognized $0.1 million of net gains on equity securities still held as of March 31, 2019. For the three months ended March 31, 2018, we recognized $0.1 million of net losses on equity securities still held as of March 31, 2018.

Other invested assets

Other invested assets include an investment in Federal Home Loan Bank (“FHLB”) stock that is carried at cost, which due to its nature approximates fair value. Ownership of FHLB stock provides access to a secured lending facility, and our current FHLB Advance amount is secured by eligible collateral whose fair value is maintained at a minimum of 102% of the outstanding principal balance. As of March 31, 2019, that collateral consisted of fixed income securities included in our total investment portfolio, and cash and cash equivalents, with a total fair value of $171.6 million.

Unrealized investment losses

Tables 7.4a and 7.4b below summarize, for all available-for-sale investments in an unrealized loss position at March 31, 2019 and December 31, 2018, the aggregate fair value and gross unrealized loss by the length of time those securities have been continuously in an unrealized loss position. The fair value amounts reported in tables 7.4a and 7.4b are estimated using the process described in Note 8 - “Fair Value Measurements” to these consolidated financial statements and in Note 3 - “Significant Accounting Policies” of the notes to the consolidated financial statements in our 2018 Annual Report on Form 10-K.



Unrealized loss aging for securities by type and length of time as of March 31, 2019
Table	7.4a
		Less Than 12 Months					12 Months or Greater					Total
(In thousands)		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	—	$	—		$	68,951	$	(589	)	$	68,951	$	(589	)
Obligations of U.S. states and political subdivisions		17,518		(444		)	213,567		(1,782		)	231,085		(2,226		)
Corporate debt securities		149,625		(1,315		)	852,102		(8,333		)	1,001,727		(9,648		)
ABS		18,444		(33		)	—		—			18,444		(33		)
RMBS		—		—			175,437		(7,859		)	175,437		(7,859		)
CMBS		9,757		(94		)	189,785		(4,505		)	199,542		(4,599		)
CLOs		317,663		(2,862		)	—		—			317,663		(2,862		)
Total		$	513,007	$	(4,748	)	$	1,499,842	$	(23,068	)	$	2,012,849	$	(27,816	)



Unrealized loss aging for securities by type and length of time as of December 31, 2018
Table	7.4b
		Less Than 12 Months					12 Months or Greater					Total
(In thousands)		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	23,710	$	(15	)	$	69,146	$	(1,061	)	$	92,856	$	(1,076	)
Obligations of U.S. states and political subdivisions		316,655		(3,875		)	358,086		(7,110		)	674,741		(10,985		)
Corporate debt securities		1,272,279		(18,130		)	785,627		(22,384		)	2,057,906		(40,514		)
ABS		51,324		(146		)	—		—			51,324		(146		)
RMBS		24		—			178,573		(10,309		)	178,597		(10,309		)
CMBS		65,704		(1,060		)	163,272		(8,520		)	228,976		(9,580		)
CLOs		296,497		(5,294		)	—		—			296,497		(5,294		)
Total		$	2,026,193	$	(28,520	)	$	1,554,704	$	(49,384	)	$	3,580,897	$	(77,904	)

MGIC Investment Corporation - Q1 2019 | 19

The unrealized losses in all categories of our investments at March 31, 2019 and December 31, 2018 were primarily caused by changes in interest rates between the time of purchase and the respective fair value measurement date. There were 420 and 721 securities in an unrealized loss position at March 31, 2019 and December 31, 2018, respectively.

Note 8. Fair Value Measurements

Recurring fair value measurements

The following describes the valuation methodologies generally used by the independent pricing sources, or by us, to measure financial instruments at fair value, including the general classification of such financial instruments pursuant to the valuation hierarchy.

Level 1 measurements


•	Fixed income securities: Consist of primarily U.S. Treasury securities with valuations derived from quoted prices for identical instruments in active markets that we can access.


•	Equity securities: Consist of actively traded, exchange-listed equity securities with valuations derived from quoted prices for identical assets in active markets that we can access.


•	Other: Consists of money market funds with valuations derived from quoted prices for identical assets in active markets that we can access.

Level 2 measurements


•	Fixed income securities:

Corporate Debt & U.S. Government and Agency Bonds are valued by surveying the dealer community, obtaining relevant trade data, benchmark quotes and spreads and incorporating this information into the valuation process.

Obligations of U.S. States & Political Subdivisions are valued by tracking, capturing, and analyzing quotes for active issues and trades reported via the Municipal Securities Rulemaking Board records. Daily briefings and reviews of current economic conditions, trading levels, spread relationships, and the slope of the yield curve provide further data for evaluation.

Residential Mortgage-Backed Securities ("RMBS") are valued by monitoring interest rate movements, and other pertinent data daily. Incoming market data is enriched to derive spread, yield and/or price data as appropriate, enabling known data points to be extrapolated for valuation application across a range of related securities.

Commercial Mortgage-Backed Securities ("CMBS") are valued using techniques that reflect market participants’ assumptions and maximize the use of relevant observable inputs including quoted prices for similar assets, benchmark yield curves and market corroborated inputs. Evaluation uses regular reviews of the inputs for securities covered, including executed trades, broker quotes, credit information, collateral attributes and/or cash flow waterfall as applicable.

Asset-Backed Securities ("ABS") are valued using spreads and other information solicited from market buy-and-sell-side sources, including primary and secondary dealers, portfolio managers, and research analysts. Cash flows are generated for each tranche, benchmark yields are determined, and deal collateral performance and tranche level attributes including trade activity, bids, and offers are applied, resulting in tranche specific prices.

Collateralized loan obligations ("CLO") are valued by evaluating manager rating, seniority in the capital structure, assumptions about prepayment, default and recovery and their impact on cash flow generation. Loan level net asset values are determined and aggregated for tranches and as a final step prices are checked against available recent trade activity.

Level 3 measurements


•	Real estate acquired is valued at the lower of our acquisition cost or a percentage of the appraised value. The percentage applied to the appraised value is based upon our historical sales experience adjusted for current trends.

MGIC Investment Corporation - Q1 2019 | 20

Assets measured at fair value, by hierarchy level, as of March 31, 2019 and December 31, 2018 are shown in tables 8.1a and 8.1b below. The fair value of the assets is estimated using the process described above, and more fully in Note 3 - “Significant Accounting Policies” of the notes to the consolidated financial statements in our 2018 Annual Report on Form 10-K.



Assets carried at fair value by hierarchy level as of March 31, 2019
Table	8.1a
(In thousands)		Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	168,142	$	42,479	$	125,663	$	—
Obligations of U.S. states and political subdivisions		1,667,238		—		1,667,238		—
Corporate debt securities		2,456,069		—		2,456,069		—
ABS		218,481		—		218,481		—
RMBS		180,485		—		180,485		—
CMBS		269,283		—		269,283		—
CLOs		327,662		—		327,662		—
Total fixed income securities		5,287,360		42,479		5,244,881		—
Equity securities		4,057		4,057		—		—
Other ⁽¹⁾		205,444		205,444		—		—
Real estate acquired ⁽²⁾		11,639		—		—		11,639
Total		$	5,508,500	$	251,980	$	5,244,881	$	11,639



Assets carried at fair value by hierarchy level as of December 31, 2018
Table	8.1b
(In thousands)		Total Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
U.S. Treasury securities and obligations of U.S. government corporations and agencies		$	167,176	$	42,264	$	124,912	$	—
Obligations of U.S. states and political subdivisions		1,720,100		—		1,720,087		13
Corporate debt securities		2,400,762		—		2,400,762		—
ABS		112,033		—		112,033		—
RMBS		178,961		—		178,961		—
CMBS		267,660		—		267,660		—
CLOs		305,295		—		305,295		—
Total fixed income securities		5,151,987		42,264		5,109,710		13
Equity securities		3,932		3,932		—		—
Other ⁽¹⁾		96,403		96,403		—		—
Real estate acquired ⁽²⁾		14,535		—		—		14,535
Total		$	5,266,857	$	142,599	$	5,109,710	$	14,548


⁽¹⁾	Consists of money market funds included in “Cash and Cash Equivalents” and “Restricted Cash and Cash Equivalents” on the consolidated balance sheets.


⁽²⁾	Real estate acquired through claim settlement, which is held for sale, is reported in “Other assets” on the consolidated balance sheets.

MGIC Investment Corporation - Q1 2019 | 21

Reconciliations of Level 3 assets

For assets measured at fair value using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances for the three months ended March 31, 2019 and 2018 is shown in tables 8.2a and 8.2b below. As shown in table 8.2b below, we transferred our FHLB stock out of Level 3 assets, and it is carried at cost, which approximates fair value, on our consolidated balance sheet in “Other invested assets.” There were no losses included in earnings for those periods attributable to the change in unrealized losses on assets still held at the end of the applicable period.



Fair value roll-forward for financial instruments classified as Level 3 for the three months ended March 31, 2019
Table	8.2a
(In thousands)		Fixed income			Equity Securities		Total Investments			Real Estate Acquired
Balance at December 31, 2018		$	13		$	—	$	13		$	14,535
Purchases		—			—		—			8,084
Sales		(13		)	—		(13		)	(10,872		)
Included in earnings and reported as losses incurred, net		—			—		—			(108		)
Balance at March 31, 2019		$	—		$	—	$	—		$	11,639



Fair value roll-forward for financial instruments classified as Level 3 for the three months ended March 31, 2018
Table	8.2b
(In thousands)		Fixed income			Equity Securities			Total Investments			Real Estate Acquired
Balance at December 31, 2017		271			4,268			4,539			12,713
Transfers out of Level 3		—			(3,100		)	(3,100		)	—
Purchases		—			—			—			5,894
Sales		(17		)	—			(17		)	(8,870		)
Included in earnings and reported as losses incurred, net		—			—			—			341
Balance at March 31, 2018		$	254		$	1,168		$	1,422		$	10,078

Certain financial instruments, including insurance contracts, are excluded from these fair value disclosure requirements. The carrying values of cash and cash equivalents (Level 1) and accrued investment income (Level 2) approximated their fair values. Additional fair value disclosures related to our investment portfolio are included in Note 7 – “Investments.”

Financial assets and liabilities not measured at fair value

Other invested assets include an investment in FHLB stock that is carried at cost, which due to restrictions that require it to be redeemed or sold only to the security issuer at par value, approximates fair value. The fair value of other invested assets is categorized as Level 2.

Financial liabilities include our outstanding debt obligations. The fair values of our 5.75% Notes and 9% Debentures were based on observable market prices. The fair value of the FHLB Advance was estimated using cash flows discounted at current incremental borrowing rates for similar borrowing arrangements. In all cases the fair values of the financial liabilities below are categorized as Level 2.

Table 8.3 presents the carrying value and fair value of our financial assets and liabilities disclosed, but not carried, at fair value at March 31, 2019 and December 31, 2018.



Financial assets and liabilities not measured at fair value
Table	8.3
		March 31, 2019				December 31, 2018
(In thousands)		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets
Other invested assets		$	3,100	$	3,100	$	3,100	$	3,100

Financial liabilities
FHLB Advance		$	155,000	$	153,133	$	155,000	$	150,551
5.75% Senior Notes		420,002		449,387		419,713		425,791
9% Convertible Junior Subordinated Debentures		256,872		332,580		256,872		338,069
Total financial liabilities		$	831,874	$	935,100	$	831,585	$	914,411

MGIC Investment Corporation - Q1 2019 | 22

Note 9. Other Comprehensive Income

The pretax and related income tax (expense) benefit components of our other comprehensive income (loss) for the three months ended March 31, 2019 and 2018 are included in table 9.1 below.



Components of other comprehensive income (loss)
Table	9.1
		Three Months Ended March 31,
(In thousands)		2019			2018
Net unrealized investment gains (losses) arising during the period		$	102,621		$	(81,587	)
Income tax (expense) benefit		(21,550		)	17,134
Net of taxes		81,071			(64,453		)

Net changes in benefit plan assets and obligations		2,089			625
Income tax expense		(439		)	(131		)
Net of taxes		1,650			494

Total other comprehensive income (loss)		104,710			(80,962		)
Total income tax (expense) benefit		(21,989		)	17,003
Total other comprehensive income (loss), net of tax		$	82,721		$	(63,959	)

The pretax and related income tax benefit (expense) components of the amounts reclassified from our accumulated other comprehensive loss (“AOCL”) to our consolidated statements of operations for the three months ended March 31, 2019 and 2018 are included in table 9.2 below.



Reclassifications from AOCL
Table	9.2
		Three Months Ended March 31,
(In thousands)		2019			2018
Reclassification adjustment for net realized (losses) ⁽¹⁾		$	(2,679	)	$	(91	)
Income tax benefit		563			19
Net of taxes		(2,116		)	(72		)

Reclassification adjustment related to benefit plan assets and obligations ⁽²⁾		(2,089		)	(625		)
Income tax benefit (expense)		439			131
Net of taxes		(1,650		)	(494		)

Total reclassifications		(4,768		)	(716		)
Total income tax benefit		1,002			150
Total reclassifications, net of tax		$	(3,766	)	$	(566	)


⁽¹⁾	Increases (decreases) Net realized investment (losses) gains on the consolidated statements of operations.


⁽²⁾	Decreases (increases) Other underwriting and operating expenses, net on the consolidated statements of operations.

A rollforward of AOCL for the three months ended March 31, 2019, including amounts reclassified from AOCL, are included in table 9.3 below.



Rollforward of AOCL
Table	9.3
		Three Months Ended March 31, 2019
(In thousands)		Net unrealized gains and (losses) on available-for-sale securities			Net benefit plan assets and (obligations) recognized in shareholders' equity			Total AOCL
Balance, December 31, 2018, net of tax		$	(35,389	)	$	(88,825	)	$	(124,214	)
Other comprehensive income before reclassifications		78,955			—			78,955
Less: Amounts reclassified from AOCL		(2,116		)	(1,650		)	(3,766		)
Balance, March 31, 2019, net of tax		$	45,682		$	(87,175	)	$	(41,493	)

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Note 10. Benefit Plans

Table 10.1 provides the components of net periodic benefit cost for our pension, supplemental executive retirement and other postretirement benefit plans for the three months ended March 31, 2019 and 2018.



Components of net periodic benefit cost
Table	10.1
		Three Months Ended March 31,
		Pension and Supplemental Executive Retirement Plans						Other Postretirement Benefit Plans
(In thousands)		2019			2018			2019			2018
Service cost		$	1,996		$	2,562		$	312		$	270
Interest cost		3,955			3,782			291			214
Expected return on plan assets		(4,908		)	(5,570		)	(1,445		)	(1,588		)
Amortization of net actuarial losses/(gains)		2,167			1,785			—			(46		)
Amortization of prior service cost/(credit)		(70		)	(87		)	(8		)	(1,026		)
Net periodic benefit cost (benefit)		$	3,140		$	2,472		$	(850	)	$	(2,176	)

We currently intend to make contributions totaling $10.7 million to our qualified pension plan and supplemental executive retirement plan in 2019.

Note 11. Loss Reserves

We establish reserves to recognize the estimated liability for losses and loss adjustment expenses (“LAE”) related to defaults on insured mortgage loans. Loss reserves are established by estimating the number of loans in our inventory of delinquent loans that will result in a claim payment, which is referred to as the claim rate, and further estimating the amount of the claim payment, which is referred to as claim severity.

Estimation of losses is inherently judgmental. The conditions that affect the claim rate and claim severity include the current and future state of the domestic economy, including unemployment and the current and future strength of local housing markets; exposure on insured loans; the amount of time between default and claim filing; and curtailments and rescissions. The actual amount of the claim payments may be substantially different than our loss reserve estimates. Our estimates could be adversely affected by several factors, including a deterioration of regional or national economic conditions, including unemployment, leading to a reduction in borrowers’ income and thus their ability to make mortgage payments, and a drop in housing values which may affect borrower willingness to continue to make mortgage payments when the value of the home is below the mortgage balance. Changes to our estimates could result in a material impact to our consolidated results of operations and financial position, even in a stable economic environment.

The “Losses incurred” section of table 11.1 below shows losses incurred on delinquencies that occurred in the current year and in prior years. The amount of losses incurred relating to delinquencies that occurred in the current year represents the estimated amount to be ultimately paid on such delinquencies. The amount of losses incurred relating to delinquencies that occurred in prior years represents the difference between the actual claim rate and severity associated with those delinquencies resolved in the current year compared to the estimated claim rate and severity at the prior year-end, as well as a re-estimation of amounts to be ultimately paid on

delinquencies continuing from the end of the prior year. This re-estimation of the claim rate and severity is the result of our review of current trends in the delinquent inventory, such as percentages of delinquencies that have resulted in a claim, the amount of the claims relative to the average loan exposure, changes in the relative level of delinquencies by geography and changes in average loan exposure.

Losses incurred on delinquencies that occurred in the current year decreased in the first three months of 2019 compared to the same period in 2018, due to a decrease in the number of new delinquencies, net of related cures and a decrease in the estimated claim rate on delinquencies that occurred in the current year.

For the three months ended March 31, 2019 and 2018, we experienced favorable loss reserve development on previously received delinquencies. This was, in large part, due to the resolution of approximately 32% and 31%, respectively, of the prior year delinquent inventory, with lower claim rates due to improved cure rates. The favorable loss reserve development resulting from a reduction in the estimated claim rate was partially offset in the three months ended March 31, 2019 by the recognition of a probable loss of $23.5 million related to litigation of our claims paying practices, and for the three months ended March 31, 2018, by an increase in our severity assumption on previously received delinquencies.

The “Losses paid” section of table 11.1 below shows the amount of losses paid on delinquencies that occurred in the current year and losses paid on delinquencies that occurred in prior years. For several years, the average time it took to receive a claim associated with a delinquency had increased significantly from our historical experience of approximately twelve months. This was, in part, due to new loss mitigation protocols established by servicers and to changes in some state foreclosure laws that may include, for example, a requirement for additional review and/or mediation processes. In recent quarters, we have

MGIC Investment Corporation - Q1 2019 | 24

experienced a decline in the average time servicers are utilizing to process foreclosures, which has reduced the average time to receive a claim associated with new delinquent notices that do not cure. All else being equal, the longer the period between delinquency and claim filing, the greater the severity.

During the first three months of 2018, our losses paid included $7 million paid upon commutation of coverage of pools of non-performing loans (“NPLs”). The commutations reduced our delinquent inventory by 224 delinquencies and had no material impact on our losses incurred, net.

Premium refunds

Our estimate of premiums to be refunded on expected claim payments is accrued for separately in “Other Liabilities” on our consolidated balance sheets and approximated $37 million and $40 million at March 31, 2019 and December 31, 2018, respectively.

Table 11.1 provides a reconciliation of beginning and ending loss reserves as of and for the three months ended March 31, 2019 and 2018.



Development of reserves for losses and loss adjustment expenses
Table	11.1
		Three Months Ended March 31,
(In thousands)		2019			2018
Reserve at beginning of period		$	674,019		$	985,635
Less reinsurance recoverable		33,328			48,474
Net reserve at beginning of period		640,691			937,161

Losses incurred:
Losses and LAE incurred in respect of delinquency notices received in:
Current year		47,488			59,070
Prior years ⁽¹⁾		(8,425		)	(35,220		)
Total losses incurred		39,063			23,850

Losses paid:
Losses and LAE paid in respect of delinquency notices received in:
Current year		—			95
Prior years		56,365			81,983
Reinsurance terminations		—			236
Total losses paid		56,365			82,314
Net reserve at end of period		623,389			878,697
Plus reinsurance recoverables		31,875			45,474
Reserve at end of period		$	655,264		$	924,171


⁽¹⁾	A negative number for prior year losses incurred indicates a redundancy of prior year loss reserves. See the following table for more information about prior year loss development.

The prior year development of the reserves in the first three months of 2019 and 2018 is reflected in table 11.2 below.



Reserve development on previously received delinquencies
Table	11.2
		Three Months Ended March 31,
(In millions)		2019			2018
Decrease in estimated claim rate on primary defaults		$	(31	)	$	(47	)
Increase in estimated severity on primary defaults		—			16
Change in estimates related to pool reserves, LAE reserves, reinsurance, and other		23			(4		)
Total prior year loss development ⁽¹⁾		$	(8	)	$	(35	)


⁽¹⁾	A negative number for prior year loss development indicates a redundancy of prior year loss reserves.

MGIC Investment Corporation - Q1 2019 | 25

Delinquent inventory

A rollforward of our primary delinquent inventory for the three months ended March 31, 2019 and 2018 appears in table 11.3 below. The information concerning new notices and cures is compiled from monthly reports received from loan servicers. The level of new notice and cure activity reported in a particular month can be influenced by, among other things, the date on which a servicer generates its report, the accuracy of the data provided by servicers, the number of business days in a month, transfers of servicing between loan servicers and whether all servicers have provided the reports in a given month.



Delinquent inventory rollforward
Table	11.3
		Three Months Ended March 31,
		2019		2018
Delinquent inventory at beginning of period		32,898		46,556
New notices		13,611		14,623
Cures		(14,348	)	(18,073	)
Paid claims		(1,188	)	(1,571	)
Rescissions and denials		(52	)	(68	)
Other items removed from inventory		—		(224	)
Delinquent inventory at end of period		30,921		41,243

The decrease in the primary delinquent inventory experienced during 2019 and 2018 was generally across all markets and primarily in book years 2008 and prior. Historically as a delinquency ages it becomes more likely to result in a claim.

Hurricane activity

New delinquent notice activity increased in the fourth quarter of 2017 because of hurricane activity that primarily impacted Puerto Rico, Texas, and Florida in the third quarter of 2017. Many of the loans from the hurricane impacted areas remained delinquent through the period ending March 31, 2018 and are shown in the 4-11 months delinquent category in table 11.4. The majority of the delinquent notices received from the hurricane activity cured as of December 31, 2018.

Table 11.4 below shows the number of consecutive months a borrower is delinquent.



Primary delinquent inventory - consecutive months delinquent
Table	11.4
		March 31, 2019		December 31, 2018		March 31, 2018
3 months or less		8,568		9,829		8,770
4-11 months		9,997		9,655		16,429
12 months or more ⁽¹⁾		12,356		13,414		16,044
Total		30,921		32,898		41,243

3 months or less		28	%	30	%	21	%
4-11 months		32	%	29	%	40	%
12 months or more		40	%	41	%	39	%
Total		100	%	100	%	100	%

Primary claims received inventory included in ending delinquent inventory:		665		809		819


⁽¹⁾	Approximately 38%, 38%, and 44% of the primary delinquent inventory delinquent for 12 consecutive months or more has been delinquent for at least 36 consecutive months as of March 31, 2019, December 31, 2018, and March 31, 2018, respectively.

Pool insurance delinquent inventory decreased to 723 at March 31, 2019 from 859 at December 31, 2018, and 1,200 at March 31, 2018.

Claims paying practices

Our loss reserving methodology incorporates our estimates of future rescissions and curtailments. A variance between ultimate actual rescission and curtailment rates and our estimates, as a result of the outcome of litigation, settlements or other factors, could materially affect our losses. Our estimate of premiums to be refunded on expected future rescissions is accrued for separately and is included in “Other liabilities” on our consolidated balance sheets. For information about discussions and legal proceedings with customers with respect to our claims paying practices see Note 5 – “Litigation and Contingencies.”

Note 12. Shareholders’ Equity

Share repurchase programs

In March 2019, our board of directors authorized an additional share repurchase program under which we may repurchase up to $200 million of our common stock through the end of 2020. We have approximately $25 million remaining on an existing share repurchase authorization announced in April 2018 that remains in place through the end of 2019. Repurchases may be made from time to time on the open market or through privately negotiated transactions. The repurchase program may be suspended for periods or discontinued at any time. We did not repurchase any shares during the three months ended March 31, 2019.

MGIC Investment Corporation - Q1 2019 | 26

Note 13. Share-Based Compensation

We have certain share-based compensation plans. Under the fair value method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period which generally corresponds to the vesting period. Awards under our plans generally vest over periods ranging from one to three years.

Table 13.1 shows the number of shares granted to employees and the weighted average fair value per share during the periods presented (shares in thousands).



Restricted stock grants
Table	13.1
		Three Months Ended March 31,
		2019			2018
		Shares Granted	Weighted Average Share Fair Value		Shares Granted	Weighted Average Share Fair Value
RSUs subject to performance conditions		1,378	$	11.76	1,239	$	15.80
RSUs subject only to service conditions		412	11.76		412	15.71

Note 14. Statutory Information

Statutory Capital Requirements

The insurance laws of 16 jurisdictions, including Wisconsin, our domiciliary state, require a mortgage insurer to maintain a minimum amount of statutory capital relative to the net risk in force (or a similar measure) in order for the mortgage insurer to continue to write new business. We refer to these requirements as the “State Capital Requirements.” While they vary among jurisdictions, the most common State Capital Requirements allow for a maximum risk-to-capital ratio of 25 to 1. A risk-to-capital ratio will increase if (i) the percentage decrease in capital exceeds the percentage decrease in insured risk, or (ii) the percentage increase in capital is less than the percentage increase in insured risk. Wisconsin does not regulate capital by using a risk-to-capital measure but instead requires a minimum policyholder position (“MPP”). The “policyholder position” of a mortgage insurer is its net worth or surplus, contingency reserve and a portion of the reserves for unearned premiums.

At March 31, 2019, MGIC’s risk-to-capital ratio was 8.9 to 1, below the maximum allowed by the jurisdictions with State Capital Requirements, and its policyholder position was $2.7 billion above the required MPP of $1.3 billion. In calculating our risk-to-capital ratio and MPP, we are allowed full credit for the risk ceded under our QSR Transactions with a group of unaffiliated reinsurers. It is possible that under the revised State Capital Requirements discussed below, MGIC will not be allowed full credit for the risk ceded to the reinsurers. If MGIC is not allowed an agreed level of credit under either the State Capital Requirements or the financial requirements of the PMIERs, MGIC may terminate the reinsurance transactions, without penalty. At this time, we expect MGIC to continue to comply with the current State Capital Requirements; however, matters that could negatively affect such compliance are discussed in the rest of these consolidated financial statement footnotes.

At March 31, 2019, the risk-to-capital ratio of our combined insurance operations (which includes a reinsurance affiliate) was 9.6 to 1.

The NAIC plans to revise the minimum capital and surplus requirements for mortgage insurers that are provided for in its Mortgage Guaranty Insurance Model Act. In May 2016, a working group of state regulators released an exposure draft of a risk-based capital framework to establish capital requirements for mortgage insurers, although no date has been established by which the NAIC must propose revisions to the capital requirements and certain items have not yet been completely addressed by the framework, including the treatment of ceded risk, minimum capital floors, and action level triggers. Currently, we believe that the PMIERs contain more restrictive capital requirements than the draft Mortgage Guaranty Insurance Model Act in most circumstances.

While MGIC currently meets the State Capital Requirements of Wisconsin and all other jurisdictions, it could be prevented from writing new business in the future in all jurisdictions if it fails to meet the State Capital Requirements of Wisconsin, or it could be prevented from writing new business in a particular jurisdiction if it fails to meet the State Capital Requirements of that jurisdiction, and in each case MGIC does not obtain a waiver of such requirements. It is possible that regulatory action by one or more jurisdictions, including those that do not have specific State Capital Requirements, may prevent MGIC from continuing to write new insurance in such jurisdictions.

If we are unable to write business in a particular jurisdiction, lenders may be unwilling to procure insurance from us anywhere. In addition, a lender’s assessment of the future ability of our insurance operations to meet the State Capital Requirements or the PMIERs may affect its willingness to procure insurance from us. A possible future failure by MGIC to meet the State Capital Requirements or the PMIERs will not necessarily mean that MGIC lacks sufficient resources to pay claims on its insurance liabilities. While we believe MGIC has sufficient claims paying resources to meet its claim obligations on its insurance in force on a timely basis, matters that could negatively affect MGIC’s claims paying resources are discussed in the rest of these consolidated financial statement footnotes.

MGIC Investment Corporation - Q1 2019 | 27

Dividend restrictions

In the first quarter of 2019, MGIC paid a $70 million dividend to our holding company. MGIC is subject to statutory regulations as to payment of dividends. The maximum amount of dividends that MGIC may pay in any twelve-month period without such dividends being subject to regulatory disapproval by the OCI is the lesser of adjusted statutory net income or 10% of statutory policyholders’ surplus as of the preceding calendar year end. Adjusted statutory net income is defined for this purpose to be the greater of statutory net income, net of realized investment gains, for the calendar year preceding the date of the dividend or statutory net income, net of realized investment gains, for the three calendar years preceding the date of the dividend less dividends paid within the first two of the preceding three calendar years. The OCI recognizes only statutory accounting principles prescribed, or practices permitted by the State of Wisconsin for determining and reporting the financial condition and results of operations of an insurance company. The OCI has adopted certain prescribed accounting practices that differ from those found in other states. Specifically, Wisconsin domiciled companies record changes in their contingency reserves through their income statement as a change in underwriting deduction. As a result, in periods in which MGIC is increasing contingency reserves, statutory net income is lowered.

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

Introduction

The following is management’s discussion and analysis of the financial condition and results of operations of MGIC Investment Corporation for the first quarter of 2019. As used below, “we” and “our” refer to MGIC Investment Corporation’s consolidated operations. This form 10-Q should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2018. See the “Glossary of terms and acronyms” for definitions and descriptions of terms used throughout this MD&A. The Risk Factors referred to under “Forward Looking Statements and Risk Factors” below, discuss trends and uncertainties affecting us and are an integral part of the MD&A.

Forward Looking and Other Statements

As discussed under “Forward Looking Statements and Risk Factors” below, actual results may differ materially from the results contemplated by forward looking statements. We are not undertaking any obligation to update any forward looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward looking statements or other statements were made. Therefore no reader of this document should rely on these statements being current as of any time other than the time at which this document was filed with the Securities and Exchange Commission.

MGIC Investment Corporation - Q1 2019 | 29

Overview



Summary financial results of MGIC Investment Corporation

	Three Months Ended March 31,
(In millions, except per share data, unaudited)	2019		2018		% Change
Selected statement of operations data
Total revenues	$	291.7	$	265.8	10
Losses incurred, net	39.1		23.9		64
Other underwriting and operating expenses, net	45.9		46.1		—
Income before tax	190.9		180.0		6
Provision for income taxes	39.0		36.4		7
Net income	151.9		143.6		6
Diluted income per share	$	0.42	$	0.38	11

Non-GAAP Financial Measures ⁽¹⁾
Adjusted pre-tax operating income	$	191.6	$	180.4	6
Adjusted net operating income	152.4		144.6		5
Adjusted net operating income per diluted share	$	0.42	$	0.38	11

⁽¹⁾ See “Explanation and reconciliation of our use of Non-GAAP financial measures.”

Summary of first quarter 2019 results

Comparative quarterly results

We recorded first quarter 2019 net income of $151.9 million, or $0.42 per diluted share. Net income increased by $8.3 million compared with net income of $143.6 million in the prior year, primarily reflecting an increase in our revenues, offset in part by an increase in losses incurred, net. Net premiums earned increased due to higher average insurance in force and a decrease in our ceded premiums as our reinsurance profit commission increased due to lower ceded losses incurred. That, and an increase in investment income, resulted in an increase in revenues. Losses incurred, net increased due to the recognition of a probable loss of $23.5 million for litigation of our claims paying practices.

In addition, our diluted weighted average shares outstanding decreased from the prior year. These factors contributed to a 11% increase in diluted income per share.

Adjusted net operating income for the first quarter 2019 was $152.4 million (Q1 2018: $144.6 million) and adjusted net operating income per diluted share was $0.42 (Q1 2018: $0.38). The 11% increase in adjusted net operating income reflects the increase in net income. The increase in adjusted net operating income and decrease in diluted weighted average shares outstanding resulted in a 11% increase in adjusted net operating income per diluted share.

Losses incurred, net for the first quarter of 2019 were $39.1 million, an increase of $15.2 million compared to the prior year. The increase was due to the recognition of a probable loss of $23.5 million for litigation of our claims paying practices. The increase was offset in part by lower current year losses incurred as new notices in the first quarter of 2019 declined 6.9% from the same period of the prior year, and the claim rate on those notices was approximately 8%, down from 9% in the first quarter of 2018.

Our effective tax rate was 20.4% in the first quarter of 2019 compared to 20.2% in the first quarter of the prior year.

In March 2019, MGIC paid a dividend of $70 million to our holding company and we expect MGIC to continue to pay quarterly dividends of at least that amount, subject to approval by MGIC’s board of directors and non-disapproval by the OCI.

See “Consolidated Results of Operations” below for additional discussion of our results for the three months ended March 31, 2019 compared to the respective prior year period.

Capital

Share repurchase programs

On March 19, 2019, our board of directors authorized an additional share repurchase program under which we may repurchase up to $200 million of our common stock through the end of 2020. We have approximately $25 million remaining on an existing share repurchase authorization announced in April 2018 that remains in place through the end of 2019. Repurchases may be made from time to time on the open market or through privately negotiated transactions. The repurchase programs may be suspended for periods or discontinued at any time. We did not repurchase any shares during the three months ended March 31, 2019; however approximately $12 million of share repurchases made in the fourth quarter of 2018 settled during the first quarter of 2019. As of March 31, 2019, we had approximately 356 million shares of common stock outstanding.

GSEs

We must comply with the PMIERs to be eligible to insure loans delivered to or purchased by the GSEs. In addition to their financial requirements, the PMIERs include business, quality control and certain transaction approval requirements.

MGIC Investment Corporation - Q1 2019 | 30

Revised PMIERs were published in September 2018 and became effective March 31, 2019. Refer to “Liquidity and Capital Resources - Capital Adequacy - PMIERs” of this MD&A for additional information regarding the changes made to the financial requirements under the revised PMIERs.

If MGIC ceases to be eligible to insure loans purchased by one or both of the GSEs, it would significantly reduce the volume of our new business writings. Factors that may negatively impact MGIC’s ability to continue to comply with the financial requirements of the PMIERs include the following:



è	The GSEs may amend the PMIERs at any time and may make the PMIERs more onerous in the future. The GSEs have indicated that there may be potential future implications for PMIERs based upon feedback the FHFA receives on its June 2018 proposed rule on regulatory capital requirements for the GSEs, which included a framework for determining the capital relief allowed to the GSEs for loans with private mortgage insurance (public comments were due by November 16, 2018). Further, any changes to the GSEs' capital and liquidity requirements resulting from the Treasury Housing Reform Plan (discussed below) could have future implications for PMIERs. In addition, the PMIERs provide that the factors that determine Minimum Required Assets will be updated every two years and may be updated more frequently to reflect changes in macroeconomic conditions or loan performance. The GSEs have indicated that they will generally provide notice 180 days prior to the effective date of such updates.
è	Our future operating results may be negatively impacted by the matters discussed in our risk factors. Such matters could decrease our revenues, increase our losses or require the use of assets, thereby creating a shortfall in Available Assets.
è	Should capital be needed by MGIC in the future, capital contributions from our holding company may not be available due to competing demands on holding company resources, including for repayment of debt.

While on an overall basis, the amount of Available Assets MGIC must hold in order to continue to insure GSE loans is greater under the PMIERs than what state regulation currently requires, our reinsurance transactions mitigate the negative effect of the PMIERs on our returns. However, reinsurance may not always be available to us or available on similar terms, it subjects us to counterparty credit risk and the GSEs may change the credit they allow under the PMIERs for risk ceded under our reinsurance transactions.

State Regulations

The insurance laws of 16 jurisdictions, including Wisconsin, MGIC’s domiciliary state, require a mortgage insurer to maintain a minimum amount of statutory capital relative to its net RIF (or a similar measure) in order for the mortgage insurer to continue to write new business. We refer to these requirements as the “State Capital Requirements.” While they vary among jurisdictions, the most common State Capital Requirements allow for a maximum risk-to-capital ratio of 25 to 1. A risk-to-capital ratio will increase if (i) the percentage decrease in capital exceeds the percentage decrease in insured risk, or (ii) the percentage increase in capital is less than the percentage increase in insured risk. Wisconsin does not regulate capital by using a risk-to-capital measure but instead requires an MPP.

capital ratio and MPP, we are allowed full credit for the risk ceded under our QSR Transactions with a group of unaffiliated reinsurers. It is possible that under the revised State Capital Requirements discussed below, MGIC will not be allowed full credit for the risk ceded to the reinsurers. If MGIC is not allowed an agreed level of credit under either the State Capital Requirements or the PMIERs, MGIC may terminate the reinsurance transactions, without penalty. At this time, we expect MGIC to continue to comply with the current State Capital Requirements; however, refer to our risk factor titled “State capital requirements may prevent us from continuing to write new insurance on an uninterrupted basis” for more information about matters that could negatively affect such compliance.

At March 31, 2019, the risk-to-capital ratio of our combined insurance operations (which includes a reinsurance affiliate) was 9.6 to 1.

The NAIC plans to revise the minimum capital and surplus requirements for mortgage insurers that are provided for in its Mortgage Guaranty Insurance Model Act. In May 2016, a working group of state regulators released an exposure draft of a risk-based capital framework to establish capital requirements for mortgage insurers, although no date has been established by which the NAIC must propose revisions to the capital requirements and certain items have not yet been completely addressed by the framework, including the treatment of ceded risk, minimum capital floors, and action level triggers. Currently we believe that the PMIERs contain more restrictive capital requirements than the draft Mortgage Guaranty Insurance Model Act in most circumstances.

GSE reform

The FHFA has been the conservator of the GSEs since 2008 and has the authority to control and direct their operations. The increased role that the federal government has assumed in the residential housing finance system through the GSE conservatorship may increase the likelihood that the business practices of the GSEs change in ways that have a material adverse effect on us and that the charters of the GSEs are changed by new federal legislation. In the past, members of Congress have introduced several bills intended to change the business practices of the GSEs and the FHA; however, no legislation has been enacted.

In March 2019, President Trump directed the U.S. Treasury Department to develop a plan, as soon as practicable, for administrative and legislative reforms for the housing finance system (“Treasury Housing Reform Plan”), with such reforms to reduce taxpayer risk, expand the private sector’s role, modernize the government housing programs, and achieve sustainable homeownership. The directive outlines numerous goals and objectives, including but not limited to, the end of conservatorship of the GSEs, increased competition and participation of the private sector in the mortgage market including by authorizing the FHFA to approve additional guarantors of conventional mortgages in the secondary market, appropriate capital and liquidity requirements for the GSEs, and evaluation of the QM Patch that exempts the GSEs from certain requirements of the Qualified Mortgage rules. The President also directed the Secretary of Housing and Urban Development (“HUD”) to develop a plan that would recommend administrative

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and legislative reforms to the programs HUD oversees, including those of the FHA and the Government National Mortgage Association.

For additional information about the business practices of the GSEs, see our risk factor titled “Changes in the business practices of the GSEs, federal legislation that changes their charters or a restructuring of the GSEs could reduce our revenues or increase our losses.”

Factors affecting our results

Our results of operations are affected by:

Premiums written and earned

Premiums written and earned in a year are influenced by:

•

NIW, which increases IIF. Many factors affect NIW, including the volume of low down payment home mortgage originations and competition to provide credit enhancement on those mortgages from the FHA, the VA, other mortgage insurers, and other alternatives to mortgage insurance, including GSE programs that may reduce or eliminate the demand for mortgage insurance. NIW does not include loans previously insured by us that are modified, such as loans modified under HARP.

•

Cancellations, which reduce IIF. Cancellations due to refinancings are affected by the level of current mortgage interest rates compared to the mortgage coupon rates throughout the in force book, current home values compared to values when the loans in the in force book were insured and the terms on which mortgage credit is available. Home price appreciation can give homeowners the right to cancel mortgage insurance on their loans if sufficient home equity is achieved. Cancellations also result from policy rescissions, which require us to return any premiums received on the rescinded policies and claim payments, which require us to return any premium received on the related policies from the date of default on the insured loans. Cancellations of single premium policies, which are generally non-refundable, result in immediate recognition of any remaining unearned premium.

•

Premium rates, which are affected by product type, competitive pressures, the risk characteristics of the insured loans, the percentage of coverage on the insured loans, and PMIERs capital requirements. The substantial majority of our monthly and annual mortgage insurance premiums are under premium plans for which, for the first ten years of the policy, the amount of premium is determined by multiplying the initial premium rate by the original loan balance; thereafter, the premium rate resets to a lower rate used for the remaining life of the policy. However, for loans that have utilized HARP, the initial ten-year period resets as of the date of the HARP transaction. The remainder of our monthly and annual premiums are under premium plans for which premiums are determined by a fixed percentage of the loan’s amortizing balance over the life of the policy.


•	Premiums ceded, net of a profit commission, under reinsurance agreements. See Note 4 - “Reinsurance” to our consolidated financial statements for a discussion of our reinsurance agreements.

Premiums are generated by the insurance that is in force during all or a portion of the period. A change in the average IIF in the current period compared to an earlier period is a factor that will increase (when the average in force is higher) or reduce (when it is lower) premiums written and earned in the current period, although this effect may be enhanced (or mitigated) by differences in the average premium rate between the two periods as well as by premiums that are returned or expected to be returned in connection with claim payments and rescissions, and premiums ceded under reinsurance agreements. Also, NIW and cancellations during a period will generally have a greater effect on premiums written and earned in subsequent periods than in the period in which these events occur.

Investment income

Our investment portfolio is composed principally of investment grade fixed income securities. The principal factors that influence investment income are the size of the portfolio and its yield. As measured by amortized cost (which excludes changes in fair value, such as from changes in interest rates), the size of the investment portfolio is mainly a function of cash generated from (or used in) operations, such as NPW, investment income, net claim payments and expenses, and cash provided by (or used for) non-operating activities, such as debt or stock issuances or repurchases.

Losses incurred

Losses incurred are the current expense that reflects estimated payments that will ultimately be made as a result of delinquencies on insured loans. As explained under “Critical Accounting Policies” in our 2018 10-K MD&A, except in the case of a premium deficiency reserve, we recognize an estimate of this expense only for delinquent loans. The level of new delinquencies has historically followed a seasonal pattern, with new delinquencies in the first part of the year lower than new delinquencies in the latter part of the year, though this pattern can be affected by the state of the economy and local housing markets. Losses incurred are generally affected by:


•	The state of the economy, including unemployment and housing values, each of which affects the likelihood that loans will become delinquent and whether loans that are delinquent cure their delinquency.


•	The product mix of the in force book, with loans having higher risk characteristics generally resulting in higher delinquencies and claims.


•	The size of loans insured, with higher average loan amounts tending to increase losses incurred.


•	The percentage of coverage on insured loans, with deeper average coverage tending to increase losses incurred.

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•	The rate at which we rescind policies or curtail claims. Our estimated loss reserves incorporate our estimates of future rescissions of policies and curtailments of claims, and reversals of rescissions and curtailments. We collectively refer to rescissions and denials as “rescissions” and variations of this term. We call reductions to claims “curtailments.”

•

The distribution of claims over the life of a book. Historically, the first few years after loans are originated are a period of relatively low claims, with claims increasing substantially for several years subsequent and then declining, although persistency, the condition of the economy, including unemployment and housing prices, and other factors can affect this pattern. For example, a weak economy or housing value declines can lead to claims from older books increasing, continuing at stable levels or experiencing a lower rate of decline. See further information under “Mortgage insurance earnings and cash flow cycle” below.


•	Losses ceded under reinsurance agreements. See Note 4 - “Reinsurance” to our consolidated financial statements for a discussion of our reinsurance agreements.

Underwriting and other expenses

Underwriting and other expenses includes items such as employee compensation, fees for professional services, depreciation and maintenance expense, and premium taxes, and are reported net of ceding commissions associated with our reinsurance agreements. Employee compensation expenses are variable due to share-based compensation, changes in benefits, and headcount (which can fluctuate due to volume). See Note 4 - “Reinsurance” to our consolidated financial statements for a discussion of our reinsurance agreements.

Interest expense

Interest expense primarily reflects the interest associated with our outstanding debt obligations discussed in Note 3 - “Debt” to our consolidated financial statements and under “Liquidity and Capital Resources” below.

Other

Certain activities that we do not consider part of our fundamental operating activities may also impact our results of operations and are described below.

Net realized investment gains (losses)

Fixed income securities. Realized investment gains and losses are a function of the difference between the amount received on the sale of a fixed income security and the fixed income security’s cost basis, as well as any “other than temporary” impairments (“OTTI”) recognized in earnings. The amount received on the sale of fixed income securities is affected by the coupon rate of the security compared to the yield of comparable securities at the time of sale.

Equity securities. Realized investment gains and losses are a function of the periodic change in fair value, as well as any OTTI recognized in earnings.

Refer to “Explanation and reconciliation of our use of Non-GAAP financial measures” below to understand how these items impact our evaluation of our core financial performance.

Mortgage insurance earnings and cash flow cycle

In general, the majority of any underwriting profit that a book generates occurs in the early years of the book, with the largest portion of any underwriting profit realized in the first year following the year the book was written. Subsequent years of a book may result in either underwriting profit or underwriting losses. This pattern of results typically occurs because relatively few of the incurred losses on delinquencies that a book will ultimately experience typically occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments) and increasing losses. The typical pattern is also a function of premium rates generally resetting to lower levels after ten years.

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Explanation and reconciliation of our use of non-GAAP financial measures

Non-GAAP financial measures

We believe that use of the Non-GAAP measures of adjusted pre-tax operating income (loss), adjusted net operating income (loss) and adjusted net operating income (loss) per diluted share facilitate the evaluation of the company's core financial performance thereby providing relevant information to investors. These measures are not recognized in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance.

Adjusted pre-tax operating income (loss) is defined as GAAP income (loss) before tax, excluding the effects of net realized investment gains (losses), gain (loss) on debt extinguishment, net impairment losses recognized in income (loss) and infrequent or unusual non-operating items where applicable.

Adjusted net operating income (loss) is defined as GAAP net income (loss) excluding the after-tax effects of net realized investment gains (losses), gain (loss) on debt extinguishment, net impairment losses recognized in income (loss), and infrequent or unusual non-operating items where applicable. The amounts of adjustments to components of pre-tax operating income (loss) are tax effected using a federal statutory tax rate of 21%.

Adjusted net operating income (loss) per diluted share is calculated in a manner consistent with the accounting standard regarding earnings per share by dividing (i) adjusted net operating income (loss) after making adjustments for interest expense on convertible debt, whenever the impact is dilutive by (ii) diluted weighted average common shares outstanding, which reflects share dilution from unvested restricted stock units and from convertible debt when dilutive under the “if-converted” method.

Although adjusted pre-tax operating income (loss) and adjusted net operating income (loss) exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items represent items that are: (1) not viewed as part of the operating performance of our primary activities; or (2) impacted by both discretionary and other economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, along with the reasons for their treatment, are described below. Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these adjustments. Other companies may calculate these measures differently. Therefore, their measures may not be comparable to those used by us.


(1)	Net realized investment gains (losses). The recognition of net realized investment gains or losses can vary significantly across periods as the timing of individual securities sales is highly discretionary and is influenced by such factors as market opportunities, our tax and capital profile, and overall market cycles.


(2)	Gains and losses on debt extinguishment. Gains and losses on debt extinguishment result from discretionary activities that are undertaken to enhance our capital position, improve our debt profile, and/or reduce potential dilution from our outstanding convertible debt.


(3)	Net impairment losses recognized in earnings. The recognition of net impairment losses on investments can vary significantly in both size and timing, depending on market credit cycles, individual issuer performance, and general economic conditions.


(4)	Infrequent or unusual non-operating items. Income tax expense related to our IRS dispute is related to past transactions which are non-recurring in nature and are not part of our primary operating activities.

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Non-GAAP reconciliations

Reconciliation of Income before tax / Net income to Adjusted pre-tax operating income / Adjusted net operating income
	Three Months Ended March 31,
	2019						2018
(In thousands, except per share amounts)	Pre-tax		Tax effect		Net (after-tax)		Pre-tax		Tax effect			Net (after-tax)
Income before tax / Net income	$	190,936	$	38,995	$	151,941	$	180,025	$	36,388		$	143,637
Adjustments:
Additional income tax benefit (provision) related to IRS litigation	—		—		—		—		(708		)	708
Net realized investment losses	620		130		490		329		69			260
Adjusted pre-tax operating income / Adjusted net operating income	$	191,556	$	39,125	$	152,431	$	180,354	$	35,749		$	144,605

Reconciliation of Net income per diluted share to Adjusted net operating income per diluted share
Weighted average diluted shares outstanding					376,667							391,562

Net income per diluted share					$	0.42						$	0.38
Additional income tax provision related to IRS litigation					—							—
Net realized investment losses					—							—
Adjusted net operating income per diluted share					$	0.42						$	0.38

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Mortgage Insurance Portfolio

New insurance written

According to Inside Mortgage Finance and GSE estimates, total mortgage originations for the first quarter of 2019 are estimated to have declined from the respective prior year period due to a decrease in refinance transactions. The total amount of mortgage originations is generally influenced by the level of new and existing home sales, the percentage of homes purchased for cash, and the level of refinance activity. PMI market share of total mortgage originations is influenced by the mix of purchase and refinance originations as PMI market share is 3-4 times higher for purchase originations than refinance originations. PMI market share is also impacted by the market share of total originations of the FHA, VA, USDA, and other alternatives to mortgage insurance, including GSE programs that may reduce or eliminate the demand for mortgage insurance.

NIW for the first quarter of 2019 was $10.1 billion (Q1 2018: $10.6 billion). Under our 2018 and 2019 QSR Transactions, we may cede risk associated with NIW with DTI ratios between 45.01% and 50%, up to established thresholds. See “Consolidated Results of Operations - Reinsurance agreements” for further discussion of the risk covered by our QSR Transactions. To mitigate our risk from the increase in NIW written on loans with DTI ratios greater than 45%, effective in March 2018 we changed our underwriting guidelines to generally require loans with DTI ratios greater than 45% to have a FICO score of at least 700. Further, effective in July 2018, we added risk-based adjustments to our premium rates for loans with DTI ratios greater than 45%. We are continuing to monitor our exposure to such loans and may take further action.

The following tables present characteristics of our primary NIW for the three months ended March 31, 2019 and 2018.



Primary NIW by FICO score
	Three Months Ended March 31,
(% of primary NIW)	2019		2018
760 and greater	41.4	%	41.5	%
740 - 759	17.2	%	17.1	%
720 - 739	14.5	%	14.6	%
700 - 719	12.1	%	11.7	%
680 - 699	7.5	%	7.7	%
660 - 679	4.0	%	4.0	%
640 - 659	2.3	%	2.3	%
639 and less	1.0	%	1.1	%



Primary NIW by loan-to-value
	Three Months Ended March 31,
(% of primary NIW)	2019		2018
95.01% and above	17.5	%	13.1	%
90.01% to 95.00%	41.9	%	44.1	%
85.01% to 90.00%	28.6	%	29.0	%
80.01% to 85%	12.0	%	13.8	%



Primary NIW by debt-to-income ratio ⁽¹⁾
	Three Months Ended March 31,
(% of primary NIW)	2019		2018
45.01% and above	18.4	%	20.4	%
38.01% to 45.00%	34.3	%	31.4	%
38.00% and below	47.3	%	48.2	%

⁽¹⁾

In 2018, we started considering DTI ratios when setting our premium rates, and we changed our methodology for calculating DTI ratios for pricing and eligibility purposes to exclude the impact of mortgage insurance premiums. As a result of this change, loan originators may have changed the information they provide to us. Although we have changed our operational procedures to account for this, we cannot be sure that the DTI ratio we report for each loan beginning in late 2018 includes the related mortgage insurance premiums in the calculation.



Primary NIW by policy payment type
	Three Months Ended March 31,
(% of primary NIW)	2019		2018
Monthly premiums	83.9	%	80.4	%
Single premiums	16.0	%	19.4	%
Annual premiums	0.1	%	0.2	%



Primary NIW by type of mortgage
	Three Months Ended March 31,
(% of primary NIW)	2019		2018
Purchases	91.7	%	88.2	%
Refinances	8.3	%	11.8	%

Insurance and risk in force

The amount of our IIF and RIF is impacted by the amount of NIW and cancellations of primary IIF during the period. Cancellation activity is primarily due to refinancing activity, but is also impacted by rescissions, cancellations due to claim payment, and policies cancelled when borrowers achieve the required amount of home equity. Refinancing activity has historically been affected by the level of mortgage interest rates and the level of home price appreciation. Cancellations generally move inversely to the change in the direction of interest rates, although they generally lag a change in direction.

Persistency. Our persistency was 81.7% at March 31, 2019 compared to 81.7% at December 31, 2018 and 80.2% at March 31, 2018. Since 2000, our year-end persistency ranged from a high of 84.7% at December 31, 2009 to a low of 47.1% at December 31, 2003.

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IIF and RIF
	Three Months Ended March 31,
(In billions)	2019			2018
NIW	$	10.1		$	10.6
Cancellations	(8.4		)	(8.0		)
Increase in primary IIF	$	1.7		$	2.6

(In billions)	2019			2018
Direct primary IIF as of March 31,	$	211.4		$	197.5
Direct primary RIF as of March 31,	$	54.5		$	50.9

Credit profile of our primary RIF

The proportion of our total primary RIF written after 2008 has been steadily increasing in proportion to our total primary RIF. Our 2009 and later books possess significantly improved risk characteristics when compared to our 2005-2008 origination years. The credit profile of our pre-2009 RIF has benefited from modification and refinance programs making outstanding loans more affordable to borrowers with the goal of reducing the number of foreclosures. These programs included HAMP and HARP, which expired at the end of 2016 and 2018, respectively, but have been replaced by other GSE modification programs. HARP allowed borrowers who were not delinquent, but who may not otherwise have been able to refinance their loans under the current GSE underwriting standards due to, for example, the current LTV exceeding 100%, to refinance and lower their note rate.

_____________________

As shown in the following table, as of March 31, 2019 approximately 12% of our primary RIF has been modified.



Modifications
Policy year	HARP Modifications ⁽¹⁾		HAMP & Other Modifications
2003 and prior	10.1	%	45.7	%
2004	17.8	%	49.0	%
2005	25.4	%	47.4	%
2006	28.8	%	44.1	%
2007	40.5	%	33.8	%
2008	57.1	%	20.9	%
2009	44.6	%	8.4	%
2010 - Q1 2019	—	%	0.5	%

Total	5.8	%	6.3	%


⁽¹⁾	Includes proprietary programs that are substantially the same as HARP.

As of March 31, 2019, based on loan count, the loans associated with 97.7% of HARP modifications and 80.3% of HAMP and other modifications were current.

We cannot determine the total benefit we may derive from loan modification programs, particularly given the uncertainty around the re-default rates for defaulted loans that have been modified. Our loss reserves do not account for potential re-defaults of current loans.

The aggregate of our 2009-2019 books and our HARP modifications accounted for approximately 91% of our total primary RIF at March 31, 2019.



Primary RIF
($ in millions)	March 31, 2019				December 31, 2018				March 31, 2018
Policy Year	RIF		% of RIF		RIF		% of RIF		RIF		% of RIF
2009+	$	45,947	84	%	$	45,083	83	%	$	40,350	79	%
2005 - 2008 (HARP)	2,979		6	%	3,109		5	%	3,642		7	%
Other years (HARP)	213		1	%	229		1	%	291		1	%
Subtotal	49,139		91	%	48,421		89	%	44,283		87	%
2005- 2008 (Non-HARP)	4,588		8	%	4,796		9	%	5,612		11	%
Other years (Non-HARP)	810		1	%	846		2	%	1,044		2	%
Subtotal	5,398		9	%	5,642		11	%	6,656		13	%
Total Primary RIF	$	54,537	100	%	$	54,063	100	%	$	50,939	100	%

Pool and other insurance

MGIC has written no new pool insurance since 2008; however, for a variety of reasons, including responding to capital market alternatives to PMI and customer demands, MGIC may write pool risk in the future. Our direct pool risk in force was $402 million ($216 million on pool policies with aggregate loss limits and $186 million on pool policies without aggregate loss limits) at March 31, 2019 compared to $419 million ($228 million on pool policies with aggregate loss limits and $191 million on pool policies without aggregate loss limits) at December 31, 2018. If claim payments associated with a specific pool reach the aggregate loss limit, the remaining IIF within the pool would be

cancelled and any remaining delinquencies under the pool would be removed from our delinquent inventory.

In connection with the GSEs' credit risk transfer programs, an insurance subsidiary of MGIC provides insurance and reinsurance covering portions of the credit risk related to certain reference pools of mortgages acquired by the GSEs. Our RIF, as reported to us, related to these programs was approximately $75 million as of March 31, 2019.

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Consolidated Results of Operations

The following section of the MD&A provides a comparative discussion of MGIC Investment Corporation’s Consolidated Results of Operations for the three months ended March 31, 2019 and 2018.

Revenues



Revenues
	Three Months Ended March 31,
(in millions)	2019			2018			% Change
Net premiums written	$	244.3		$	236.9		3

Net premiums earned	$	249.8		$	232.1		8
Investment income, net of expenses	40.6			32.1			26
Net realized investment losses	(0.5		)	(0.3		)	N/M
Other revenue	1.8			1.9			(2	)
Total revenues	$	291.7		$	265.8		10

Net premiums written and earned

Comparative quarterly results

NPW and NPE for the three months ended March 31, 2019 each increased from the prior year period primarily due to higher average insurance in force and a decrease in ceded premiums during the quarter, partially offset by the effect of lower premium rates. The ceded premiums decreased due to lower ceded losses, resulting in a higher profit commission.

See “Overview - Factors Affecting Our Results” above for additional factors that influenced the amount of net premiums written and earned during the periods.

Premium yield

Premium yield (NPE divided by average IIF) for the first quarter of 2019 was 47.4 basis points, comparable to the same period of the prior year, (Q1 2018: 47.3 basis points). Our premium yield is influenced by a number of key drivers, which have a varying impact from period to period.

The following table reconciles our premium yield for the three months ended March 31, 2019 from the respective prior year period.



Premium yield
(in basis points)	Three Months Ended
Premium yield - March 31, 2018	47.3
Reconciliation:
Change in premium rates	(1.4	)
Change in premium refunds and accruals	0.5
Single premium policy persistency	(0.1	)
Reinsurance	1.1
Premium yield - March 31, 2019	47.4

Our premium yield was comparable to the prior year period and reflects the following:



Negative drivers:
è		A larger percentage of our IIF from book years with lower premium rates due to a decline in premium rates in recent years resulting from insuring mortgages with lower risk characteristics and pricing competition, and certain policies undergoing premium rate resets on their ten-year anniversaries, and
è		lower amounts of accelerated earned premium from cancellations of single premium policies prior to their estimated policy life, primarily due to less refinancing activity.
Positive drivers:
è		less of an adverse impact from our reinsurance due to lower ceded losses, which resulted in a higher profit commission, and
è		less of an adverse impact from premium refunds primarily due to lower claim activity.

We expect our premium yield to decline in 2019, primarily due to lower average premium rates on our IIF.

Reinsurance agreements

Quota share reinsurance

Our quota share reinsurance affects various lines of our statements of operations and therefore we believe it should be analyzed by reviewing its total effect on our pre-tax income, described as follows.



è		We cede a fixed percentage of premiums on insurance covered by the agreements.
è		We receive the benefit of a profit commission through a reduction in the premiums we cede. The profit commission varies directly and inversely with the level of losses on a “dollar for dollar” basis and can be eliminated at loss levels significantly higher than we are currently experiencing. As a result, lower levels of losses result in a higher profit commission and less benefit from ceded losses; higher levels of losses result in more benefit from ceded losses and a lower profit commission (or for levels of losses we do not expect, its elimination).
è		We receive the benefit of a ceding commission through a reduction in underwriting expenses equal to 20% of premiums ceded (before the effect of the profit commission).
è		We cede a fixed percentage of losses incurred on insurance covered by the agreements.

The blended pre-tax cost of reinsurance under our different transactions is less than 6% (but will decrease if loss levels are significantly higher than what we are currently experiencing). This blended pre-tax cost is derived by dividing the reduction in our pre-tax net income on loans covered by reinsurance by our direct (that is, without reinsurance) premiums from such loans. Although the pre-tax cost of the reinsurance under each transaction is generally constant, the effect of the reinsurance on the various components of pre-tax income discussed above will vary from period to period, depending on the level of ceded losses.

Covered risk

The amount of our NIW subject to our QSR Transactions as shown in table below will vary from period to period in part due to coverage limits that may be triggered depending on the mix of our risk written during the period. The 2019 QSR Transaction

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covering our 2019 NIW increased thresholds for risk written on loans with LTV ratios of 95% or greater and loans with DTI ratios greater than 45%, each when compared to our 2018 QSR Transaction. The NIW subject to quota share reinsurance increased for the three months ended March 31, 2019 when compared to the same period of the prior year primarily due to the increased threshold on risk written on loans with DTI ratios greater than 45%. In the first three months of 2018, the risk written on loans with DTI ratios greater than 45% exceeded the threshold.

We have terminated a portion of our 2015 QSR Transaction effective June 30, 2019 and have agreed on terms of an amended quota share reinsurance agreement with certain participants from the existing reinsurance panel that effectively reduces the quota share cede rate from 30% to 15% on the remaining eligible insurance. The amended quota share reinsurance agreement is subject to GSE approval. We expect to incur a termination fee of approximately $7 million, which will be recorded as ceded premiums, during the second quarter of 2019. When the amended terms are effective we will generally receive a profit commission provided that the loss ratio on the covered loans remains below 68%. As of March 31, 2019, the ceded RIF under our 2015 QSR Transaction was $6,689 million.

The following table provides information related to our quota share reinsurance agreements for 2019 and 2018.



Quota share reinsurance
	As of and For the Three Months Ended March 31,
($ in thousands, unless otherwise stated)	2019			2018
NIW subject to quota share reinsurance agreements	84		%	73		%
IIF subject to quota share reinsurance agreements	78		%	78		%

Statements of operations:
Ceded premiums written and earned, net of profit commission	$	28,164		$	33,036
% of direct premiums written	12		%	12		%
% of direct premiums earned	11		%	12		%
Profit commission	38,881			30,189
Ceding commissions	13,409			12,645
Ceded losses incurred	1,676			7,788

Mortgage insurance portfolio:
Ceded RIF (in millions)	$	13,034		$	12,008

Excess of loss reinsurance

Our excess of loss reinsurance provides $318.6 million of loss coverage on an existing portfolio of inforce policies having an inforce date on or after July 1, 2016 and before January 1, 2018. The initial aggregate exposed principal balance was approximately $7.5 billion, which takes into account the mortgage insurance coverage percentage, net retained quota share percentage, and the reinsurance inclusion percentage of the unpaid principal balance. We ceded premiums of $2.5 million for the three months ended March 31, 2019.

We expect that we may enter into similar excess of loss reinsurance transactions if capital market conditions remain favorable.

Investment income

Comparative quarterly results

Net investment income in the first quarter of 2019 was $40.6 million, compared to $32.1 million in the prior year period. The increase in investment income was due to an increase in the average balance of the investment portfolio along with higher investment yields over the period.

Losses and expenses



Losses and expenses
	Three Months Ended March 31,
(In millions)	2019		2018
Losses incurred, net	$	39.1	$	23.9
Amortization of deferred policy acquisition costs	2.5		2.6
Other underwriting and operating expenses, net	45.9		46.1
Interest expense	13.2		13.2
Total losses and expenses	$	100.7	$	85.8

Losses incurred, net

As discussed in “Critical Accounting Policies” in our 2018 10-K MD&A and consistent with industry practices, we establish loss reserves for future claims only for loans that are currently delinquent. The terms “delinquent” and “default” are used interchangeably by us. We consider a loan to be delinquent when it is two or more payments past due. Loss reserves are established based on estimating the number of loans in our delinquent inventory that will result in a claim payment, which is referred to as the claim rate, and further estimating the amount of the claim payment, which is referred to as claim severity.

Estimation of losses is inherently judgmental. The conditions that affect the claim rate and claim severity include the current and future state of the domestic economy, including unemployment, and the current and future strength of local housing markets. The actual amount of the claim payments may be substantially different than our loss reserve estimates. Our estimates could be adversely affected by several factors, including a deterioration of regional or national economic conditions, including unemployment, leading to a reduction in borrower income and thus their ability to make mortgage payments, and a drop in housing values that could result in, among other things, greater losses on loans, and may affect borrower willingness to continue to make mortgage payments when the value of the home is below the mortgage balance. Historically, losses incurred have followed a seasonal trend in which the second half of the year has weaker credit performance than the first half, with higher new notice activity and a lower cure rate. Our estimates are also affected by any agreements we enter into regarding our claims paying practices, such as the settlement agreements discussed in Note 5 – “Litigation and Contingencies” to our consolidated financial statements. Changes to our estimates could result in a material impact to

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our consolidated results of operations and financial position, even in a stable economic environment.

Comparative quarterly results

Losses incurred, net in the first quarter of 2019 were $39.1 million compared to $23.9 million in the prior year period. The increase was due to the recognition of a probable loss of $23.5 million related to litigation of our claims paying practices, which is included as part of our prior year reserve development. During the first quarter of 2019 there was a $31 million reduction in losses incurred due to positive development on our primary loss reserves, before reinsurance, for previously received delinquent notices, which was comparable to the first quarter of 2018. Current year losses incurred declined due to lower new notice activity and a lower claim rate, each when compared to the same period of the prior year.



Composition of losses incurred
	Three Months Ended March 31,
(in millions)	2019			2018			% Change
Current year / New notices	$	47.5		$	59.1		(20	)
Prior year reserve development	(8.4		)	(35.2		)	(76	)
Losses incurred, net	$	39.1		$	23.9		64

Loss ratio

The loss ratio is the ratio, expressed as a percentage, of the sum of incurred losses and loss adjustment expenses to net premiums earned. The increase in the loss ratio in the three months ended March 31, 2019 compared to the respective prior year period was primarily due to an increase in losses incurred, net, offset in part by an increase in earned premiums.

New notice claim rate

New notice activity continues to be primarily driven by loans insured in 2008 and prior, which continue to experience a cycle whereby many loans default, cure, and re-default. This cycle, along with the duration that defaults may ultimately remain in our notice inventory, results in significant judgment in establishing the estimated claim rate.



New notice claim rate
	Three Months Ended March 31,
	2019		2018
New notices - 2008 and prior ⁽¹⁾	8,882		10,649
New notices - 2009 and later	4,729		3,974
Total	13,611		14,623

Claim rate (nearest whole %)	8.0	%	9.0	%

⁽¹⁾ previously delinquent %	94.0	%	91.0	%

Claims severity

Factors that impact claim severity include:



è		exposure to the loan, which is the unpaid principal balance of the loan times our insurance coverage percentage,
è		length of time between delinquency and claim filing (which impacts the amount of interest and expenses, with a longer time between default and claim filing generally increasing severity), and
è		curtailments.

As discussed in Note 11 - “Loss Reserves,” the average time for servicers to process foreclosures has recently shortened. Therefore, we expect the average number of missed payments at the time a claim is received to be approximately 18 to 24 for new notices received, and expect to receive in 2019, compared to an average of 37 missed payments for claims paid in 2018. Our loss reserves estimates take into consideration trends over time, because the development of the delinquencies may vary from period to period without establishing a meaningful trend.

The majority of loans from 2005 through 2008 (which represent 59% of the loans in the delinquent inventory) are covered by master policy terms that, except under certain circumstances, do not limit the number of years that an insured can include interest when filing a claim. Under our current master policy terms, an insured can include accumulated interest when filing a claim only for the first three years the loan is delinquent. In each case, the insured must comply with its obligations under the terms of the applicable master policy.

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Claims severity trend for claims paid during the period
Period	Average exposure on claim paid		Average claim paid		% Paid to exposure		Average number of missed payments at claim received date
Q1 2019	$	42,277	$	43,930	103.9	%	35
Q4 2018	45,366		47,980		105.8	%	35
Q3 2018	43,290		47,230		109.1	%	35
Q2 2018	44,522		50,175		112.7	%	38
Q1 2018	45,597		51,069		112.0	%	38
Q4 2017	44,437		49,177		110.7	%	36
Q3 2017	43,313		46,389		107.1	%	35
Q2 2017	44,747		49,105		109.7	%	35
Q1 2017	44,238		49,110		111.0	%	35

Note: Table excludes material settlements. Settlements include amounts paid in settlement disputes for claims paying practices and commutations of pools of NPLs.

In considering the potential sensitivity of the factors underlying our estimate of loss reserves, it is possible that even a relatively small change in our estimated claim rate or severity could have a material impact on reserves and, correspondingly, on our consolidated results of operations even in a stable economic environment. For example, as of March 31, 2019, assuming all other factors remain constant, a $1,000 increase/decrease in the average severity reserve factor would change the reserve amount by approximately +/- $11 million. A 1 percentage point increase/decrease in the average claim rate reserve factor would change the reserve amount by approximately +/- $17 million.

See Note 11 – “Loss Reserves” to our consolidated financial statements for a discussion of our losses incurred and claims paying practices (including curtailments).

The length of time a loan is in the delinquent inventory can differ from the number of payments that the borrower has not made or is considered delinquent. These differences typically result from a borrower making monthly payments that do not result in the loan becoming fully current. The number of payments that a borrower is delinquent is shown in the following table.



Delinquent inventory - number of payments delinquent
	March 31, 2019		December 31, 2018		March 31, 2018
3 payments or less	14,129		15,519		16,023
4-11 payments	8,833		8,842		13,734
12 payments or more ⁽¹⁾	7,959		8,537		11,486
Total	30,921		32,898		41,243

3 payments or less	46	%	47	%	39	%
4-11 payments	28	%	27	%	33	%
12 payments or more	26	%	26	%	28	%
Total	100	%	100	%	100	%


⁽¹⁾	Approximately 36%, 38%, and 42% of the primary delinquent inventory with 12 payments or more delinquent has at least 36 payments delinquent as of March 31, 2019, December 31, 2018, and March 31, 2018, respectively.

Net losses and LAE paid

Net losses and LAE paid in the three months ended March 31, 2019 declined 30% compared to the same period in the prior year due to lower claim activity on our primary business. We believe losses and LAE paid will continue to decline as the credit profile of our RIF continues to improve and our delinquent inventory declines.

The following table presents our net losses and LAE paid for the three months ended March 31, 2019 and 2018.



Net losses and LAE paid
	Three Months Ended March 31,
(In millions)	2019			2018
Total primary (excluding settlements)	$	52		$	80
Claims paying practices and NPL settlements ⁽¹⁾	—			7
Pool	1			2
Direct losses paid	53			89
Reinsurance	(3		)	(11		)
Net losses paid	50			78
LAE	7			4
Net losses and LAE paid	$	57		$	82


⁽¹⁾	See Note 11 - “Loss Reserves” for additional information on our settlements of disputes for claims paying practices and commutations of NPLs.

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Primary claims paid for the top 15 jurisdictions (based on 2019 losses paid) and all other jurisdictions for the three months ended March 31, 2019 and 2018 appears in the following table.



Paid losses by jurisdiction
	Three Months Ended March 31,
(In millions)	2019		2018
New York*	$	8	$	10
Florida*	8		6
New Jersey*	5		14
Puerto Rico*	4		1
Pennsylvania*	3		3
Illinois*	2		5
Ohio*	2		2
Maryland	2		5
Connecticut*	2		2
Massachusetts	1		2
Michigan	1		1
Texas	1		1
Virginia	1		2
Georgia	1		2
Minnesota	1		1
All other jurisdictions	10		23
Total primary (excluding settlements)	$	52	$	80

The primary average claim paid for the top 5 states (based on 2019 losses paid) for the three months ended March 31, 2019 and 2018 appears in the following table.



Primary average claim paid
	Three Months Ended March 31,
	2019		2018
New York*	$	109,064	$	97,446
Florida*	67,958		55,746
New Jersey*	70,351		93,249
Puerto Rico*	46,275		40,855
Pennsylvania*	37,033		37,911
All other jurisdictions	32,188		41,815
All jurisdictions	43,930		51,069

Note: Asterisk denotes jurisdictions in the table above that predominately use a judicial foreclosure process, which generally increases the amount of time it takes for a foreclosure to be completed.

The primary average claim paid can vary materially from period to period based upon a variety of factors, including the local market conditions, average loan amount, average coverage percentage, the amount of time between delinquency and claim filing, and our loss mitigation efforts on loans for which claims are paid.

The primary average RIF on delinquent loans at March 31, 2019, December 31, 2018 and March 31, 2018 and for the top 5 jurisdictions (based on 2019 losses paid) appears in the following table.



Primary average RIF - delinquent loans
	March 31, 2019		December 31, 2018		March 31, 2018
New York	$	72,453	$	71,795	$	70,967
Florida	53,015		53,371		55,226
New Jersey	67,208		65,521		65,968
Puerto Rico	34,846		35,420		37,214
Pennsylvania	35,807		35,296		35,114
All other jurisdictions	42,360		41,705		42,024
All jurisdictions	45,127		44,584		45,569

The primary average RIF on all loans was $51,464, $51,085, and $49,610 at March 31, 2019, December 31, 2018, and March 31, 2018, respectively.

Loss reserves

Our primary delinquency rate at March 31, 2019 was 2.92% (YE 2018: 3.11%, March 31, 2018: 4.02%). Our primary delinquent inventory was 30,921 loans at March 31, 2019, representing a decrease of 6% from December 31, 2018 and 25% from March 31, 2018. The reduction in our primary delinquent inventory is the result of the total number of delinquent loans: (1) that have cured; (2) for which claim payments have been made; or (3) that have resulted in rescission, claim denial, or removal from inventory due to settlements of claims paying disputes or commutations of coverage of pools of NPLs, collectively, exceeding the total number of new delinquencies on insured loans. In recent periods, we have experienced improved cure rates and the number of delinquencies in inventory with twelve or more missed payments has been declining. Generally, a defaulted loan with fewer missed payments is less likely to result in a claim.

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The gross reserves at March 31, 2019, December 31, 2018, and March 31, 2018 appear in the table below.



Gross reserves
	March 31, 2019					December 31, 2018					March 31, 2018
Primary:
Direct loss reserves (in millions)	$	574				$	610				$	853
IBNR and LAE	68					50					57
Total primary loss reserves	$	642				$	660				$	910

Ending delinquent inventory			30,921					32,898					41,243
Percentage of loans delinquent (delinquency rate)			2.92		%			3.11		%			4.02		%
Average total primary loss reserves per delinquency			$	20,014				$	20,077				$	22,060
Primary claims received inventory included in ending delinquent inventory			665					809					819

Pool ⁽¹⁾:
Direct loss reserves (in millions):
With aggregate loss limits	$	9				$	10				$	9
Without aggregate loss limits	3					3					5
Total pool direct loss reserves	$	12				$	13				$	14

Ending default inventory:
With aggregate loss limits			483					595					847
Without aggregate loss limits			240					264					353
Total pool ending delinquent inventory			723					859					1,200
Pool claims received inventory included in ending delinquent inventory								24					28
Other gross reserves (in millions)	$	1				$	1				$	—


⁽¹⁾	Since a number of our pool policies include aggregate loss limits and/or deductibles, we do not disclose an average direct reserve per delinquency for our pool business.

Hurricane activity

2017 hurricanes. Hurricane activity primarily impacting Texas, Florida, and Puerto Rico in the third quarter of 2017 increased the number of new notices of delinquency reported to us in the fourth quarter of 2017. Consistent with our analysis and past experience, the majority of the delinquent notices in the hurricane affected areas that we estimated to be caused by the hurricanes have cured and did not result in a material increase in our incurred losses or losses paid. Paid losses on all loans in those jurisdictions were impacted in part because foreclosure moratoriums in the Texas and Florida IADAs through December 31, 2017 and Puerto Rico through May 31, 2018, impacted all delinquent loans in those areas, including those not affected by hurricanes. For those notices we estimated to be caused by the hurricanes, we established our loss reserves with a lower estimated claim rate than the claim rate we applied to other notices in our delinquent inventory. When excluding the impact of those notices we estimated to be caused by the hurricanes, the average total primary loss reserves per delinquency was approximately $24,000 at March 31, 2018.

See our risk factors titled “Our financial results may be adversely impacted by natural disasters; certain hurricanes may impact our incurred losses, the amount and timing of paid claims, our inventory of notices of default and our Minimum Required Assets under PMIERs.” and “Downturns in the domestic economy or declines in the value of borrowers’ homes from their value at the time their loans closed may result in more homeowners defaulting and our losses increasing, with a corresponding decrease in our returns” for factors that could cause our actual results to differ from our expectations expressed in this paragraph.

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The primary delinquent inventory for the top 15 jurisdictions (based on 2019 losses paid) at March 31, 2019, December 31, 2018 and March 31, 2018 appears in the following table.



Primary delinquent inventory by jurisdiction
	March 31, 2019	December 31, 2018	March 31, 2018
New York*	1,756	1,855	2,228
Florida*	2,635	2,853	5,568
New Jersey*	1,080	1,151	1,530
Puerto Rico*	1,397	1,503	2,769
Pennsylvania*	1,786	1,929	2,189
Illinois*	1,656	1,781	1,974
Ohio*	1,498	1,627	1,850
Maryland	801	842	929
Connecticut*	458	480	552
Massachusetts	538	596	696
Michigan	980	1,041	1,167
Texas	2,220	2,369	3,404
Virginia	603	588	676
Georgia	1,167	1,220	1,376
Minnesota	490	501	492
All other jurisdictions	11,856	12,562	13,843
Total	30,921	32,898	41,243

Note: Asterisk denotes jurisdictions in the table above that predominately use a judicial foreclosure process, which generally increases the amount of time it takes for a foreclosure to be completed.

The primary delinquent inventory by policy year at March 31, 2019, December 31, 2018 and March 31, 2018 appears in the following table.



Primary delinquent inventory by policy year
	March 31, 2019		December 31, 2018		March 31, 2018
Policy year:
2004 and prior	5,565		6,061		7,754
2004 and prior %	18	%	18	%	19	%
2005	3,089		3,340		4,374
2006	4,905		5,299		6,724
2007	8,034		8,702		11,248
2008	2,178		2,369		3,086
2005 - 2008 %	59	%	60	%	62	%
2009	167		172		273
2010	135		121		174
2011	163		159		234
2012	272		312		479
2013	532		592		843
2014	1,131		1,264		1,534
2015	1,343		1,418		1,808
2016	1,460		1,459		1,790
2017	1,374		1,282		922
2018	573		348		—
2019	—		—		—
2009 and later %	23	%	22	%	20	%

Total	30,921		32,898		41,243

The delinquent inventory as of March 31, 2018 included delinquencies from hurricane impacted areas, of which a majority had cured as of December 31, 2018.

The losses we have incurred on our 2005 through 2008 books have exceeded our premiums from those books. Although uncertainty remains with respect to the ultimate losses we may experience on those books, as we continue to write new insurance, those books have become a smaller percentage of our total mortgage insurance portfolio. Our 2005 through 2008 books represented approximately 14% and 15% of our total primary RIF at March 31, 2019 and December 31, 2018, respectively. Approximately 39% of the remaining primary RIF on our 2005 through 2008 books of business benefited from HARP as of both March 31, 2019 and December 31, 2018.

On our primary business, the highest claim frequency years have typically been the third and fourth year after loan origination. However, the pattern of claim frequency can be affected by many factors, including persistency and deteriorating economic conditions. Deteriorating economic conditions can result in increasing claims following a period of declining claims. As of March 31, 2019, 45% of our primary RIF was written subsequent to December 31, 2016, 61% of our primary RIF was written subsequent to December 31, 2015, and 72% of our primary RIF was written subsequent to December 31, 2014.

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Underwriting and other expenses, net

Underwriting and other expenses includes items such as employee compensation costs, fees for professional services, depreciation and maintenance expense, and premium taxes, and are reported net of ceding commissions.

Comparative quarterly results

Underwriting and other expenses, net for the three months ended March 31, 2019 were $45.9 million, compared to $46.1 million in the prior year period.

The underwriting expense ratio is the ratio, expressed as a percentage, of the underwriting and operating expenses, net and amortization of DAC of our combined insurance operations (which excludes underwriting and operating expenses of our non-insurance subsidiaries) to NPW. The underwriting expense ratio in the three months ended March 31, 2019 decreased compared to the respective prior year period. The decrease in the ratio for the three months ended March 31, 2019 was primarily due to an increase in NPW when compared to the same period in the prior year.

Provision for income taxes and effective tax rate



Income tax provision and effective tax rate
	Three Months Ended March 31,
(in millions, except rate)	2019			2018			% Change
Income before tax	$	190.9		$	180.0		6
Provision for income taxes	$	39.0		$	36.4		7
Effective tax rate	20.4		%	20.2		%	N/M

The difference between our statutory tax rate of 21% and our effective tax rate of 20.4% and 20.2% for the first three months of 2019 and 2018, respectively, was primarily due to the benefits of tax preferenced securities.

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Balance Sheet Review

Total assets, liabilities, and shareholders’ equity

As of March 31, 2019, total assets were $5.9 billion, an increase of $192 million, and total liabilities were $2.1 billion, down $42 million, each when compared to December 31, 2018. Shareholders’ equity increased approximately $234 million primarily due to net income in the first three months of 2019 and an increase in the fair value of our investment portfolio during the quarter.

The following sections mainly focus on our cash and cash equivalents, investments, deferred income taxes, net, and loss reserves as these reflect the major developments in our assets and liabilities since December 31, 2018.

Consolidated balance sheets - Assets

as of March 31, 2019 (In thousands)



●	Cash and cash equivalents	$	262,512
●	Investments	5,294,517
●	Premiums receivable	51,596
●	Deferred income taxes, net	39,440
●	Other assets	222,032

Cash and cash equivalents (including restricted) - Our cash and cash equivalents balance increased to $263 million as of March 31, 2019, from $155 million as of December 31, 2018, as net cash generated from operating activities was only partly offset by net cash used in investing and financing activities.

Deferred income taxes, net - The decrease in our deferred income taxes, net, to $39 million as of March 31, 2019, from $69 million as of December 31, 2018, was primarily due to the tax effect of unrealized gains generated by the investment portfolio during the first three months of 2019.

Consolidated balance sheets - Liabilities and equity

as of March 31, 2019 (In thousands)



●	Loss reserves	$	655,264
●	Unearned premiums	404,504
●	Long-term debt	831,874
●	Other liabilities	162,272
●	Shareholders’ equity	3,816,183

Loss reserves - Our loss reserves include: (1) reserves representing estimates of losses and settlement expenses on reported delinquencies and (2) IBNR. Our gross reserves are reduced by reinsurance recoverable on our estimated losses and settlement expenses to calculate a net reserve balance. The net reserve balance decreased by 3% to $623 million as of March 31, 2019, from $641 million as of December 31, 2018. Reinsurance recoverables on our estimated losses and settlement expenses were $32 million and $33 million as of March 31, 2019 and December 31, 2018, respectively. The overall decrease in our loss reserves during the first three months of 2019 was due to a higher level of losses paid relative to losses incurred.

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Investment portfolio

The average duration and investment yield of our investment portfolio as of March 31, 2019, December 31, 2018, and March 31, 2018 are shown in the table below.



Portfolio duration and embedded investment yield
	March 31, 2019	December 31, 2018	March 31, 2018
Duration (in years)	4.0	4.1	4.2
Pre-tax yield ⁽¹⁾	3.2%	3.1%	2.8%
After-tax yield ⁽¹⁾	2.6%	2.6%	2.4%


⁽¹⁾	Embedded investment yield is calculated on a yield-to-worst basis.

The increase in our investment yield since March 31, 2018 is due to an increase in the proportion of corporate, ABS, and CLO fixed income securities and higher yields on new investments.

The security ratings of our fixed income investments as of March 31, 2019, December 31, 2018, and March 31, 2018 are shown in the table below.



Fixed income security ratings
	Security Ratings ⁽¹⁾
Period	AAA	AA	A	BBB
March 31, 2019	21%	23%	32%	24%
December 31, 2018	19%	23%	33%	25%
March 31, 2018	21%	25%	36%	18%


⁽¹⁾	Ratings are provided by one or more of: Moody's, Standard & Poor's and Fitch Ratings. If three ratings are available, the middle rating is utilized; otherwise the lowest rating is utilized.

Off-Balance Sheet Arrangements

Home Re 2018-1 Ltd. is a special purpose variable interest entity that is not consolidated in our consolidated financial statements because we do not have the unilateral power to direct those activities that are significant to its economic performance. See Note 4 - “Reinsurance,” to our consolidated financial statements for additional information.

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Liquidity and Capital Resources

Consolidated Cash Flow Analysis

We have three primary types of cash flows: (1) operating cash flows, which consist mainly of cash generated by our insurance operations and income earned on our investment portfolio, less amounts paid for claims, interest expense and operating expenses, (2) investing cash flows related to the purchase, sale and maturity of investments and purchases of property and equipment and (3) financing cash flows generally from activities that impact our capital structure, such as changes in debt and shares outstanding. The following table summarizes our consolidated cash flows from operating, investing and financing activities:



Summary of consolidated cash flows
	Three Months Ended March 31,
(In thousands)	2019			2018
Total cash provided by (used in):
Operating activities	$	164,881		$	133,966
Investing activities	(40,115		)	(48,256		)
Financing activities	(17,292		)	(8,073		)
Increase in cash and cash equivalents and restricted cash and cash equivalents	$	107,474		$	77,637

Net cash provided by operating activities for the three months ended March 31, 2019 increased compared to the same period of 2018 primarily due to a lower level of losses paid, net.

Net cash used in investing activities for the three months ended March 31, 2019 reflects purchases of fixed income securities in an amount that exceeded our proceeds from sales and maturities of fixed income securities during the period as cash from operations was available for additional investment.

Net cash used in investing activities for the three months ended March 31, 2018 reflects purchases of fixed income securities in an amount that exceeded our proceeds from the sales and maturities of fixed income securities during the period as cash from operations was available for additional investment, as well as, amounts spent on property and equipment.

Net cash used in financing activities for the three months ended March 31, 2019 reflects the cash settlement of share repurchase transactions executed at the end of the fourth quarter of 2018 and payment of withholding taxes related to share-based compensation net share settlement.

Net cash used in financing activities for the three months ended March 31, 2018 reflects the payment of withholding taxes related to share-based compensation net share settlement.

Capitalization

Debt - holding company

As of March 31, 2019, our holding company’s debt obligations were $814.5 million in aggregate principal consisting of our 5.75% Notes and 9% Debentures. MGIC’s ownership of $132.7 million of our holding company’s 9% Debentures is eliminated in

consolidation, but they remain outstanding obligations owed by our holding company to MGIC.

Liquidity analysis - holding company

As of March 31, 2019, we had approximately $299 million in cash and investments at our holding company. These resources are maintained primarily to service our debt interest expense, pay debt maturities, and to settle intercompany obligations. While these assets are held, we generate investment income that serves to offset a portion of our interest expense. Investment income and the payment of dividends from our insurance subsidiaries are the principal sources of holding company cash inflow. MGIC is the principal source of dividends, and their payment is restricted by insurance regulation. See Note 14 - “Statutory Information” to our consolidated financial statement for additional information about MGIC’s dividend restrictions. The payment of dividends from MGIC is also influenced by our view of the appropriate level of PMIERs Available Assets to maintain an excess over Minimum Required Assets. Other sources of holding company liquidity include any unused capacity on our unsecured revolving credit facility and raising capital in the public markets. The ability to raise capital in the public markets is subject to prevailing market conditions, investor demand for the securities to be issued, and our deemed creditworthiness.

We have in recent periods used holding company cash to repurchase shares, and may use additional holding company cash to repurchase additional shares or to repurchase our outstanding debt obligations. Such repurchases may be material, may be made for cash (funded by debt) and/or exchanges for other securities, and may be made in open market purchases, privately negotiated acquisitions or other transactions. See “Overview - Capital” of this MD&A for a discussion of the additional share repurchase program authorized in March 2019.

In the first three months of 2019, our holding company cash and investments increased by $51 million, to $299 million as of March 31, 2019. Cash inflows during the first three months included $70 million of dividends received from MGIC, and other inflows of $5 million. Cash outflows during the first nine months at our holding company included $12 million of interest payments on our 5.75% Notes and $12 million for share repurchase transactions executed at the end of the fourth quarter of 2018 that settled during the first quarter of 2019. We expect MGIC to continue to pay quarterly dividends of at least the $70 million amount paid in the first quarter of 2019, subject to approval by MGIC’s board of directors and non-disapproval by the OCI.

The net unrealized losses on our holding company investment portfolio were approximately $0.4 million at March 31, 2019 and the portfolio had a modified duration of approximately 1.6 years.

Subject to certain limitations and restrictions, holders of each of the 9% Debentures may convert their notes into shares of our common stock at their option prior to certain dates under the

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terms of their issuance, in which case our corresponding obligation will be eliminated.

See Note 7 – “Debt” to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information about the conversion terms of our 9% Debentures and the terms of our indebtedness, including our option to defer interest on our 9% Debentures. The description in Note 7 - “Debt” to our consolidated financial statements in our Annual Report on Form 10-K is qualified in its entirety by the terms of the notes and debentures.

Although not anticipated in the near term, we may also contribute funds to our insurance operations to comply with the PMIERs or the State Capital Requirements. See “Overview - Capital” above for a discussion of these requirements. See discussion of our non-insurance contract underwriting services in Note 5 – “Litigation and Contingencies” to our consolidated financial statements for other possible uses of holding company resources.

Debt at subsidiaries

MGIC is a member of the FHLB, which provides MGIC access to an additional source of liquidity via a secured lending facility. MGIC has $155.0 million of debt outstanding in the form of a fixed rate advance from the FHLB. Interest on the Advance is payable monthly at an annual rate, fixed for the term of the Advance, of 1.91%. The principal of the Advance matures on February 10, 2023. MGIC may prepay the Advance at any time. Such prepayment would be below par if interest rates have risen after the Advance was originated, or above par if interest rates have declined. The Advance is secured by eligible collateral whose fair value is maintained at a minimum of 102% of the outstanding principal balance. MGIC provided eligible collateral from its investment portfolio.

Capital Adequacy

PMIERs

Revised PMIERs were published in September 2018 and became effective March 31, 2019. Refer to “Overview - Capital - GSEs” of this MD&A for further discussion of PMIERs.

As of March 31, 2019, MGIC’s Available Assets under PMIERs totaled approximately $4.5 billion, an excess of approximately $1.1 billion over its Minimum Required Assets; and MGIC is in compliance with the requirements of the PMIERs and eligible to insure loans delivered to or purchased by the GSEs. Maintaining a sufficient level of Available Assets will allow MGIC to remain in compliance with the PMIERs financial requirements, including, we believe, to the extent they are revised. Our reinsurance transactions provided an aggregate of approximately $1.2 billion of PMIERs capital credit as of March 31, 2019. Refer to Note 4 - “Reinsurance” to our consolidated financial statements for additional information on our quota share and excess of loss reinsurance transactions. As of March 31, 2019, the 2015 QSR Transaction provided approximately $419 million of PMIERs capital credit. Upon its effectiveness, the amended 2015 QSR Transaction, which is subject to GSE approval, will provide a lower amount of reinsurance capital credit under PMIERs due to the lower quota share cede rate.

We plan to continuously comply with the PMIERs through our operational activities or through the contribution of funds from our holding company, subject to demands on the holding company's resources, as outlined above.

Risk-to-capital

We compute our risk-to-capital ratio on a separate company statutory basis, as well as on a combined insurance operation basis. The risk-to-capital ratio is our net RIF divided by our policyholders’ position. Our net RIF includes both primary and pool risk in force, and excludes risk on policies that are currently in default and for which loss reserves have been established, and those covered by reinsurance. The risk amount includes pools of loans with contractual aggregate loss limits and without these limits. Policyholders’ position consists primarily of statutory policyholders’ surplus (which increases as a result of statutory net income and decreases as a result of statutory net loss and dividends paid), plus the statutory contingency reserve, and a portion of the reserves for unearned premiums. The statutory contingency reserve is reported as a liability on the statutory balance sheet. A mortgage insurance company is required to make annual additions to the contingency reserve of approximately 50% of net earned premiums. These contributions must generally be maintained for a period of ten years. However, with regulatory approval a mortgage insurance company may make early withdrawals from the contingency reserve when incurred losses exceed 35% of net earned premiums in a calendar year.

MGIC’s separate company risk-to-capital calculation is shown in the table below.



Risk-to-capital - MGIC separate company
(In millions, except ratio)	March 31, 2019		December 31, 2018
RIF - net ⁽¹⁾	$	34,814	$	34,502
Statutory policyholders’ surplus	1,665		1,682
Statutory contingency reserve	2,264		2,138
Statutory policyholders’ position	$	3,929	$	3,820
Risk-to-capital	8.9:1		9.0:1


⁽¹⁾	RIF – net, as shown in the table above is net of reinsurance and exposure on policies currently delinquent for which loss reserves have been established.

Our combined insurance companies’ risk-to-capital calculation (which includes a reinsurance affiliate) is shown in the table below.



Risk-to-capital - Combined insurance companies
(In millions, except ratio)	March 31, 2019		December 31, 2018
RIF - net ⁽¹⁾	$	40,616	$	40,239
Statutory policyholders’ surplus	1,667		1,683
Statutory contingency reserve	2,583		2,443
Statutory policyholders’ position	$	4,250	$	4,126
Risk-to-capital	9.6:1		9.8:1


⁽¹⁾	RIF – net, as shown in the table above, is net of reinsurance and exposure on policies currently delinquent ($1.5 billion at March

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31, 2019 and $1.6 billion at December 31, 2018) for which loss reserves have been established.

The reductions in MGIC's and our combined insurance companies’ risk-to-capital in the first three months of 2019 were primarily due to an increase in statutory policyholders’ position due to an increase in statutory contingency reserves, partially offset by an increase in net RIF in both calculations. Our RIF, net of reinsurance, increased in the first three months of 2019, due to an increase in our IIF. Our risk-to-capital ratio will decrease if the percentage increase in capital exceeds the percentage increase in insured risk.

For additional information regarding regulatory capital see Note 14 – “Statutory Information” to our consolidated financial statements as well as our risk factor titled “State Capital requirements may prevent us from continuing to write new insurance on an uninterrupted basis.”

Financial Strength Ratings



MGIC financial strength ratings
Rating Agency	Rating	Outlook
Moody’s Investor Services	Baa2	Stable
Standard and Poor’s Rating Services	BBB+	Stable
A.M. Best	A-	Stable

For further information about the importance of MGIC’s ratings, see our risk factor titled “Competition or changes in our relationships with our customers could reduce our revenues, reduce our premium yields and / or increase our losses.”



MAC financial strength ratings
Rating Agency	Rating	Outlook
A.M. Best	A-	Stable

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Contractual Obligations

The following table summarizes, as of March 31, 2019, the approximate future payments under our contractual obligations and estimated claim payments on established loss reserves.



Contractual obligations
	Payments due by period
(In millions)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt obligations	$	1,987.9	$	51.2	$	101.1	$	665.5	$	1,170.1
Operating lease obligations	2.6		1.3		1.2		0.1		—
Purchase obligations	12.8		10.2		2.2		0.4		—
Other long-term liabilities	655.3		245.7		297.5		112.1		—
Total	$	2,658.6	$	308.4	$	402.0	$	778.1	$	1,170.1

Our long-term debt obligations as of March 31, 2019 include their related interest and are discussed in Note 3 - “Debt” to our consolidated financial statements and under “Liquidity and Capital Resources” above. Our operating lease obligations include operating leases on certain office space, data processing equipment and autos, as discussed in Note 16 – “Leases” to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018. Purchase obligations consist primarily of agreements to purchase items related to our corporate headquarters update and continued investment in our information technology infrastructure in the normal course of business.

Our other long-term liabilities represent the loss reserves established to recognize the liability for losses and LAE related to existing delinquencies on insured mortgage loans. The timing of the future claim payments associated with the established loss reserves was determined primarily based on two key assumptions: the length of time it takes for a notice of delinquency to develop into a received claim and the length of time it takes for a received claim to be ultimately paid. The future claim payment periods are estimated based on historical experience, and could emerge differently than this estimate, in part, due to uncertainty regarding the impact of certain factors, such as loss mitigation protocols established by servicers and changes in some state foreclosure laws that may include, for example, a requirement for additional review and/or mediation process.

See Note 11 – “Loss Reserves” to our consolidated financial statements. In accordance with GAAP for the mortgage insurance industry, we establish loss reserves only for delinquent loans. Because our reserving method does not take account of the impact of future losses that could occur from loans that are not delinquent, our obligation for ultimate losses that we expect to occur under our policies in force at any period end is not reflected in our consolidated financial statements or in the table above.

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Forward Looking Statements and Risk Factors

General: Our business, results of operations, and financial condition could be affected by the risk factors referred to under “Location of Risk Factors” below. These risk factors are an integral part of Management’s Discussion and Analysis.

These factors may also cause actual results to differ materially from the results contemplated by forward looking statements that we may make. Forward looking statements consist of statements which relate to matters other than historical fact. Among others, statements that include words such as we “believe,” “anticipate” or “expect,” or words of similar import, are forward looking statements. We are not undertaking any obligation to update any forward looking statements we may make even though these statements may be affected by events or circumstances occurring after the forward looking statements were made. Therefore no reader of this document should rely on these statements being current as of any time other than the time at which this document was filed with the Securities and Exchange Commission.

While we communicate with security analysts from time to time, it is against our policy to disclose to them any material non-public information or other confidential information. Accordingly, investors should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report, and such reports are not our responsibility.

Location of Risk Factors: The risk factors are in Item 1 A of our Annual Report on Form 10-K for the year ended December 31, 2018, as supplemented by Part II, Item 1 A of this Quarterly Report on Form 10-Q. The risk factors in the 10-K, as supplemented by this 10‑Q and through updating of various statistical and other information, are reproduced in Exhibit 99 to this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our investment portfolio is essentially a fixed income portfolio and is exposed to market risk. Important drivers of the market risk are credit spread risk and interest rate risk.

Credit spread risk is the risk that we will incur a loss due to adverse changes in credit spreads. Credit spread is the additional yield on fixed income securities above the risk-free rate (typically referenced as the yield on U.S. Treasury securities) that market participants require to compensate them for assuming credit, liquidity and/or prepayment risks.

We manage credit risk via our investment policy guidelines which primarily place our investments in investment grade securities and limit the amount of our credit exposure to any one issue, issuer and type of instrument. Guideline and investment portfolio detail is available in "Business – Section C, Investment Portfolio" in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2018.

Interest rate risk is the risk that we will incur a loss due to adverse changes in interest rates relative to the characteristics of our interest bearing assets.

One of the measures used to quantify this exposure is modified duration. Modified duration measures the price sensitivity of the assets to the changes in spreads. At March 31, 2019, the modified duration of our fixed income investment portfolio was 4.0 years, which means that an instantaneous parallel shift in the yield curve of 100 basis points would result in a change of 4.0% in the fair value of our fixed income portfolio. For an upward shift in the yield curve, the fair value of our portfolio would decrease and for a downward shift in the yield curve, the fair value would increase. See Note 7 – “Investments” to our consolidated financial statements for additional disclosure surrounding our investment portfolio.

Item 4. Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer concluded that such controls and procedures were effective as of the end of such period. There was no change in our internal control over financial reporting that occurred during the first quarter of 2019 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Certain legal proceedings arising in the ordinary course of business may be filed or pending against us from time to time. For information about such legal proceedings, you should review our risk factor titled “We are involved in legal proceedings and are subject to the risk of additional legal proceedings in the future” in Item 1A.

Item 1 A. Risk Factors

With the exception of the changes described and set forth below, there have been no material changes in our risk factors from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The risk factors in the 10-K, as supplemented by this 10-Q, and through updating of various statistical and other information, are reproduced in their entirety in Exhibit 99 to this Quarterly Report on Form 10‑Q.

Changes in the business practices of the GSEs, federal legislation that changes their charters or a restructuring of the GSEs could reduce our revenues or increase our losses.

The GSEs’ charters generally require credit enhancement for a low down payment mortgage loan (a loan amount that exceeds 80% of a home’s value) in order for such loan to be eligible for purchase by the GSEs. Lenders generally have used private mortgage insurance to satisfy this credit enhancement requirement. (For information about GSE programs initiated in 2018 that provide loan level default coverage by various (re)insurers (which may include affiliates of private mortgage insurers), see our risk factor titled "The amount of insurance we write could be adversely affected if lenders and investors select alternatives to private mortgage insurance.") Because low down payment mortgages purchased by the GSEs have generally been insured with private mortgage insurance, the business practices of the GSEs greatly impact our business and include:


•	private mortgage insurer eligibility requirements of the GSEs, the financial requirements of which are discussed in our risk factor titled “We may not continue to meet the GSEs’ private mortgage insurer eligibility requirements and our returns may decrease as we are required to maintain more capital in order to maintain our eligibility,”


•	the capital and collateral requirements for participants in the GSEs' alternative forms of credit enhancement discussed in our risk factor titled "The amount of insurance we write could be adversely affected if lenders and investors select alternatives to private mortgage insurance,"


•	the level of private mortgage insurance coverage, subject to the limitations of the GSEs’ charters, when private mortgage insurance is used as the required credit enhancement on low down payment mortgages,


•	the amount of loan level price adjustments and guaranty fees (which result in higher costs to borrowers) that the

GSEs assess on loans that require private mortgage insurance,


•	whether the GSEs influence the mortgage lender’s selection of the mortgage insurer providing coverage,


•	the underwriting standards that determine which loans are eligible for purchase by the GSEs, which can affect the quality of the risk insured by the mortgage insurer and the availability of mortgage loans,


•	the terms on which mortgage insurance coverage can be canceled before reaching the cancellation thresholds established by law,


•	the programs established by the GSEs intended to avoid or mitigate loss on insured mortgages and the circumstances in which mortgage servicers must implement such programs,


•	the terms that the GSEs require to be included in mortgage insurance policies for loans that they purchase, including limitations on the rescission rights of mortgage insurers,


•	the extent to which the GSEs intervene in mortgage insurers’ claims paying practices, rescission practices or rescission settlement practices with lenders, and


•	the maximum loan limits of the GSEs compared to those of the FHA and other investors.

The Federal Housing Finance Agency (“FHFA”) has been the conservator of the GSEs since 2008 and has the authority to control and direct their operations. The increased role that the federal government has assumed in the residential housing finance system through the GSE conservatorship may increase the likelihood that the business practices of the GSEs change, including through administrative action, in ways that have a material adverse effect on us and that the charters of the GSEs are changed by new federal legislation. In the past, members of Congress have introduced several bills intended to change the business practices of the GSEs and the FHA; however, no legislation has been enacted.

In March 2019, President Trump directed the U.S. Treasury Department to develop a plan, as soon as practicable, for administrative and legislative reforms for the housing finance system (“Treasury Housing Reform Plan”), with such reforms to reduce taxpayer risk, expand the private sector’s role, modernize the government housing programs, and achieve sustainable homeownership. The directive outlines numerous goals and objectives, including the end of conservatorship of the GSEs, increased competition and participation of the private sector in the mortgage market including by authorizing the FHFA to approve additional guarantors of conventional mortgages in the secondary market, appropriate capital and liquidity requirements for the GSEs, and evaluation of the QM Patch that exempts the GSEs from certain requirements of the Qualified Mortgage rules. The President also directed the Secretary of

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Housing and Urban Development ("HUD") to develop a plan that would recommend administrative and legislative reforms to the programs HUD oversees, including those of the FHA and the Government National Mortgage Association. As a result of the matters referred to above, it is uncertain what role the GSEs, FHA and private capital, including private mortgage insurance, will play in the residential housing finance system in the future. The timing and impact on our business of any resulting changes is uncertain. Most meaningful changes would require Congressional action to implement and it is difficult to estimate when Congressional action would be final and how long any associated phase-in period may last.

We may not continue to meet the GSEs’ private mortgage insurer eligibility requirements and our returns may decrease as we are required to maintain more capital in order to maintain our eligibility.

We must comply with the PMIERs to be eligible to insure loans delivered to or purchased by the GSEs. The PMIERs include financial requirements, as well as business, quality control and certain transaction approval requirements. The financial requirements of the PMIERs require a mortgage insurer’s “Available Assets” (generally only the most liquid assets of an insurer) to equal or exceed its “Minimum Required Assets” (which are based on an insurer’s book of insurance in force and are calculated from tables of factors with several risk dimensions and are subject to a floor amount).

Based on our interpretation of the PMIERs, as of March 31, 2019, MGIC’s Available Assets totaled $4.5 billion, or $1.1 billion in excess of its Minimum Required Assets. MGIC is in compliance with the PMIERs and eligible to insure loans purchased by the GSEs. Revised PMIERs were published in September 2018 and became effective March 31, 2019. The reduction in excess Available Assets from December 31, 2018 to March 31, 2019 is due to the elimination of any credit for future premiums that had previously been allowed for certain insurance policies.

In calculating our "Minimum Required Assets" prior to March 31, 2019, we were allowed full credit for the risk ceded under our quota share reinsurance transactions with unaffiliated reinsurers. With the revisions to the PMIERs effective March 31, 2019, credit for the risk ceded under reinsurance transactions that are not fully collateralized, including our quota share reinsurance transactions, are subject to modest counterparty haircuts. We have been allowed full credit for our fully collateralized excess-of-loss reinsurance transaction entered into on October 30, 2018, discussed in our risk factor titled "The mix of business we write affects our Minimum Required Assets under the PMIERs, our premium yields and the likelihood of losses occurring." Our existing reinsurance transactions are subject to periodic review by the GSEs and there is a risk we will not receive our current level of credit in future periods for the risk ceded under them. If MGIC is not allowed certain levels of credit under the PMIERs, under certain circumstances, MGIC may terminate the reinsurance transactions, without penalty.

If MGIC ceases to be eligible to insure loans purchased by one or both of the GSEs, it would significantly reduce the volume of our new business writings. Factors that may negatively impact

MGIC’s ability to continue to comply with the financial requirements of the PMIERs include the following:

•

The GSEs may amend the PMIERs at any time and may make the PMIERs more onerous in the future. The GSEs have indicated that there may be potential future implications for PMIERs based upon feedback the FHFA receives on its June 2018 proposed rule on regulatory capital requirements for the GSEs, which included a framework for determining the capital relief allowed to the GSEs for loans with private mortgage insurance (public comments were due by November 16, 2018). Further, any changes to the GSEs' capital and liquidity requirements resulting from the Treasury Housing Reform Plan could have future implications for PMIERs. In addition, the PMIERs provide that the factors that determine Minimum Required Assets will be updated every two years and may be updated more frequently to reflect changes in macroeconomic conditions or loan performance. The GSEs have indicated that they will generally provide notice 180 days prior to the effective date of such updates.


•	Our future operating results may be negatively impacted by the matters discussed in the rest of these risk factors. Such matters could decrease our revenues, increase our losses or require the use of assets, thereby creating a shortfall in Available Assets.


•	Should capital be needed by MGIC in the future, capital contributions from our holding company may not be available due to competing demands on holding company resources, including for repayment of debt.

We are involved in legal proceedings and are subject to the risk of additional legal proceedings in the future.

Before paying an insurance claim, we review the loan and servicing files to determine the appropriateness of the claim amount. When reviewing the files, we may determine that we have the right to rescind coverage on the loan. In our SEC reports, we refer to insurance rescissions and denials of claims collectively as “rescissions” and variations of that term. In addition, our insurance policies generally provide that we can reduce or deny a claim if the servicer did not comply with its obligations under our insurance policy. We call such reduction of claims “curtailments.” In recent quarters, an immaterial percentage of claims received in a quarter have been resolved by rescissions. In 2018 and the first quarter of 2019, curtailments reduced our average claim paid by approximately 5.8% and 3.9%, respectively.

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Under ASC 450-20, until a liability associated with settlement discussions or legal proceedings becomes probable and can be reasonably estimated, we consider our claim payment or rescission resolved for financial reporting purposes and do not accrue an estimated loss. Where we have determined that a loss is probable and can be reasonably estimated, we have recorded our best estimate of our probable loss, including recording a probable loss of $23.5 million in the first quarter of 2019. Until settlement negotiations or legal proceedings for which we have recorded a probable loss are concluded, it is reasonably possible that we will record an additional loss. In addition to matters for which we have recorded a probable loss, we are involved in other discussions and/or proceedings with insureds with respect to our claims paying practices. Although it is reasonably possible that when all of these matters are resolved we will not prevail in all cases, we are unable to make a reasonable estimate or range of estimates of the potential liability. We estimate the maximum exposure associated with matters where a loss is reasonably possible to be approximately $266 million more than the amount of probable loss we have recorded. This estimate of maximum exposure is based upon currently available information and is subject to significant judgment, numerous assumptions and known and unknown uncertainties, and will include an amount for matters for which we have recorded a probable loss until such matters are concluded. The matters underlying the estimate of maximum exposure will change from time to time. This estimate of our maximum exposure does not include interest or consequential or exemplary damages.

The mix of business we write affects our Minimum Required Assets under the PMIERs, our premium yields and the likelihood of losses occurring.

The Minimum Required Assets under the PMIERs are, in part, a function of the direct risk-in-force and the risk profile of the loans we insure, considering loan-to-value ratio, credit score, vintage, Home Affordable Refinance Program ("HARP") status and delinquency status; and whether the loans were insured under lender-paid mortgage insurance policies or other policies that are not subject to automatic termination consistent with the Homeowners Protection Act requirements for borrower paid mortgage insurance. Therefore, if our direct risk-in-force increases through increases in new insurance written, or if our mix of business changes to include loans with higher loan-to-value ratios or lower FICO scores, for example, or if we insure a higher percentage of loans under lender-paid mortgage insurance policies, all other things equal, we will be required to hold more Available Assets in order to maintain GSE eligibility.

The minimum capital required by the risk-based capital framework contained in the exposure draft released by the NAIC in May 2016 would be, in part, a function of certain loan and economic factors, including property location, loan-to-value ratio and credit score; general underwriting quality in the market at the time of loan origination; the age of the loan; and the premium rate we charge. Depending on the provisions of the capital requirements when they are released in final form and become effective, our mix of business may affect the minimum capital we are required to hold under the new framework.

The percentage of our NIW from all single-premium policies (LPMI and BPMI, combined) has ranged from approximately 10% in 2013 to 19% in 2017 and was 17% in 2018 and 16% in the first quarter of 2019. Depending on the actual life of a single premium policy and its premium rate relative to that of a monthly premium policy, a single premium policy may generate more or less premium than a monthly premium policy over its life.

We have in place quota share reinsurance ("QSR") transactions with unaffiliated reinsurers that cover most of our insurance written from 2013 through 2019, and a portion of our insurance written prior to 2013. Although the transactions reduce our premiums, they have a lesser impact on our overall results, as losses ceded under the transactions reduce our losses incurred and the ceding commissions we receive reduce our underwriting expenses. The blended pre-tax cost of reinsurance under our different transactions is less than 6% (but will decrease if losses are materially higher than we expect). This blended pre-tax cost is derived by dividing the reduction in our pre-tax income on loans covered by reinsurance by our direct (that is, without reinsurance) premiums from such loans. Although the pre-tax cost of the reinsurance under each transaction is generally constant, the effect of the reinsurance on the various

MGIC Investment Corporation - Q1 2019 | 55

components of pre-tax income will vary from period to period, depending on the level of ceded losses.

In the fourth quarter of 2018, MGIC entered into a reinsurance agreement that provides for up to $318.6 million of aggregate excess-of-loss reinsurance coverage for a portion of the risk associated with certain mortgage insurance policies having an insurance coverage in force date on or after July 1, 2016 and before January 1, 2018. The transaction was entered into with a special purpose insurer that issued notes linked to the reinsurance coverage ("Insurance Linked Notes" or "ILNs"). For the reinsurance coverage period, MGIC will retain the first layer of $168.7 million of aggregate losses, and the reinsurer will provide second layer coverage up to the outstanding reinsurance coverage amount. The reinsurance premiums ceded under this reinsurance agreement reduced our net premiums by $2.8 million in the fourth quarter of 2018 and $2.5 million in the first quarter of 2019. We expect that we may enter into similar ILN transactions if capital market conditions remain favorable.

In addition to the effect of reinsurance on our premiums, we expect a decline in our premium yield resulting from the premium rates themselves. An increasing percentage of our insurance in force is from book years with lower premium rates because premium rates have trended lower in recent periods.

The circumstances in which we are entitled to rescind coverage have narrowed for insurance we have written in recent years. During the second quarter of 2012, we began writing a portion of our new insurance under an endorsement to our then existing master policy (the “Gold Cert Endorsement”), which limited our ability to rescind coverage compared to that master policy. To comply with requirements of the GSEs, we introduced our current master policy in 2014. Our rescission rights under our current master policy are comparable to those under our previous master policy, as modified by the Gold Cert Endorsement. As of March 31, 2019, approximately 83% of our flow, primary insurance in force was written under our Gold Cert Endorsement or our current master policy. The revised PMIERs, which become effective March 31, 2019, include rescission relief principles that were provided as guidance to be used when drafting our new master policy. The principles will, among other things, further limit the circumstances under which we may rescind coverage, potentially resulting in higher losses than would be the case under our existing master policies. We expect a new version of our master policy, incorporating these rescission relief principles, to be effective for business written beginning in the first quarter of 2020, subject to state statutory approvals.

From time to time, in response to market conditions, we change the types of loans that we insure and the requirements under which we insure them. We also change our underwriting guidelines, in part through aligning some of them with Fannie Mae and Freddie Mac for loans that receive and are processed in accordance with certain approval recommendations from a GSE automated underwriting system. We also make exceptions to our underwriting requirements on a loan-by-loan basis and for certain customer programs. As a result of changes to our underwriting guidelines and requirements (including those related to debt to income ("DTI") ratios, credit scores, and the manner in which income levels and property values are determined) and other factors, our business written beginning

in the second half of 2013 is expected to have a somewhat higher claim incidence than business written in 2009 through the first half of 2013, but materially below that on business written in 2005-2008. However, we believe this business presents an acceptable level of risk. Our underwriting requirements are available on our website at http://www.mgic.com/underwriting/index.html.

Even when home prices are stable or rising, mortgages with certain characteristics have higher probabilities of claims. These characteristics include higher LTV ratios, lower FICO scores, limited underwriting, including limited borrower documentation, or higher DTI ratios, as well as loans having combinations of higher risk factors. As of March 31, 2019, mortgages with these characteristics in our primary risk in force included mortgages with LTV ratios greater than 95% (15.1%), loans with borrowers having FICO scores below 620 (2.2%), mortgages with borrowers having FICO scores of 620-679 (10.2%), mortgages with limited underwriting, including limited borrower documentation (2.0%), and mortgages with borrowers having DTI ratios greater than 45% (or where no ratio is available) (14.5%), each attribute as determined at the time of loan origination. An individual loan may have more than one of these attributes.

Beginning in 2017, the percentage of NIW that we have written on mortgages with LTV ratios greater than 95% and mortgages with DTI ratios greater than 45% has increased. In 2018, we started considering DTI ratios when setting our premium rates, and we changed our methodology for calculating DTI ratios for pricing and eligibility purposes to exclude the impact of mortgage insurance premiums. As a result of this change, loan originators may have changed the information they provide to us. Although we have changed our operational procedures to account for this, we cannot be sure that the DTI ratio we report for each loan beginning in late 2018 includes the related mortgage insurance premiums in the calculation. In addition, we expect to insure certain loans that would not have previously met our guidelines and to offer premium rates for certain loans lower than would have been offered under our previous methodology.

Our loan level pricing system (discussed in our risk factor titled "Competition or changes in our relationships with our customers could reduce our revenues, reduce our premium yields and / or increase our losses") has been available for adoption by customers since mid-January 2019. Until it is more broadly adopted by customers, we will be unable to adjust our rates as quickly as those competitors using loan level pricing systems for the majority of their business. During that time, there is an increased risk that we are adversely selected by lenders to insure certain loans, which may result in an increase in the credit risk we bear and/or a decrease in the volume of loans we insure.

If state or federal regulations or statutes are changed in ways that ease mortgage lending standards and/or requirements, or if lenders seek ways to replace business in times of lower mortgage originations, it is possible that more mortgage loans could be originated with higher risk characteristics than are currently being originated, such as loans with lower FICO scores and higher DTIs. Lenders could pressure mortgage insurers to insure such loans, which are expected to experience higher claim rates. Although we attempt to incorporate these higher expected claim rates into our underwriting and pricing models, there can

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be no assurance that the premiums earned and the associated investment income will be adequate to compensate for actual losses even under our current underwriting requirements. We do, however, believe that our insurance written beginning in the second half of 2008 will generate underwriting profits.

Our holding company debt obligations materially exceed our holding company cash and investments.

At March 31,2019, we had approximately $299 million in cash and investments at our holding company and our holding company’s debt obligations were $815 million in aggregate principal amount, consisting of $425 million of 5.75% Senior Notes due in 2023 ("5.75% Notes") and $390 million of 9% Debentures (of which approximately $133 million was purchased, and is held, by MGIC, and is eliminated on the consolidated balance sheet). Annual debt service on the 5.75% Notes and 9% Debentures outstanding as of March 31, 2019, is approximately $60 million (of which approximately $12 million will be paid to MGIC and will be eliminated on the consolidated statement of operations).

The 5.75% Senior Notes and 9% Debentures are obligations of our holding company, MGIC Investment Corporation, and not of its subsidiaries. The payment of dividends from our insurance subsidiaries which, other than investment income and raising capital in the public markets, is the principal source of our holding company cash inflow, is restricted by insurance regulation. MGIC is the principal source of dividend-paying capacity. In the first quarter of 2019 and in 2018, MGIC paid a total of $70 million and $220 million, respectively, in dividends to our holding company. We expect MGIC to continue to pay quarterly dividends of at least the $70 million amount paid in the first quarter of 2019, subject to approval by its Board of Directors. We ask the OCI not to object before MGIC pays dividends.

In the first quarter of 2019, our Board of Directors authorized a share repurchase program under which we may repurchase up to $200 million of our common stock through the end of 2020. We have approximately $25 million remaining on our existing share purchase authorization that remains in place through the end 2019. During 2018, we repurchased approximately 16.0 million shares of our common stock using approximately $175 million of holding company resources. Repurchases may be made from time to time on the open market or through privately negotiated transactions. The repurchase program may be suspended for periods or discontinued at any time. If any additional capital contributions to our subsidiaries were required, such contributions would decrease our holding company cash and investments. As described in our Current Report on Form 8-K filed on February 11, 2016, MGIC borrowed $155 million from the Federal Home Loan Bank of Chicago. This is an obligation of MGIC and not of our holding company.

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Item 5. Other Information

In accordance with applicable SEC rules, the following is intended to satisfy the Company's Item 5.02(b) Form 8-K reporting obligations by making timely disclosure in accordance with Item 5(a) of Form 10-Q.

On May 6, 2019, Stephen C. Mackey was separated from service with the Company. He had been the Company’s Executive Vice President and Chief Risk Officer. The reason for Mr. Mackey’s separation from service did not involve the Company’s strategy, prospects or financial reporting.

Item 6. Exhibits

The accompanying Index to Exhibits is incorporated by reference in answer to this portion of this Item, and except as otherwise indicated in the next sentence, the Exhibits listed in such Index are filed as part of this Form 10-Q. Exhibit 32 is not filed as part of this Form 10-Q but accompanies this Form 10-Q.

(Part II, Item 6)

Index to exhibits





Exhibit Number		Description of Exhibit
31.1		Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002 †
31.2		Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002 †
32		Certification of CEO and CFO under Section 906 of Sarbanes-Oxley Act of 2002 (as indicated in Item 6 of Part II, this Exhibit is not being “filed”) ††
99		Risk Factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, as supplemented by Part II, Item 1A of this Quarterly Report on Form 10-Q, and through updating of various statistical and other information †
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

† Filed herewith.

†† Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on May 7, 2019.



	MGIC INVESTMENT CORPORATION

	/s/ Timothy J. Mattke
	Timothy J. Mattke
	Executive Vice President and
	Chief Financial Officer

	/s/ Julie K. Sperber
	Julie K. Sperber
	Vice President, Controller and Chief Accounting Officer

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