x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
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(Address of principal executive offices)
|
|
|
YES x
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NO o
|
YES x
|
NO o
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Smaller reporting company o
|
|||
(Do not check if a smaller reporting company) |
YES o
|
NO x
|
CLASS OF STOCK
|
PAR VALUE
|
DATE
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NUMBER OF SHARES
|
Common stock
|
$1.00
|
07/31/14
|
338,559,545
|
PART I.
|
FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements
|
|
June 30,
2014
|
December 31,
2013
|
||||||
ASSETS
|
(In thousands)
|
|||||||
Investment portfolio (notes 7 and 8):
|
||||||||
Securities, available-for-sale, at fair value:
|
||||||||
Fixed maturities (amortized cost, 2014 - $4,611,685; 2013 - $4,948,543)
|
$
|
4,611,468
|
$
|
4,863,925
|
||||
Equity securities
|
3,011
|
2,894
|
||||||
Total investment portfolio
|
4,614,479
|
4,866,819
|
||||||
Cash and cash equivalents
|
342,600
|
332,692
|
||||||
Restricted cash and cash equivalents (note 1)
|
17,203
|
17,440
|
||||||
Accrued investment income
|
29,030
|
31,660
|
||||||
Prepaid reinsurance premiums (note 4)
|
40,261
|
36,243
|
||||||
Reinsurance recoverable on loss reserves (note 4)
|
57,763
|
64,085
|
||||||
Reinsurance recoverable on paid losses (note 4)
|
7,517
|
10,425
|
||||||
Premium receivable
|
52,934
|
62,301
|
||||||
Home office and equipment, net
|
28,336
|
26,185
|
||||||
Deferred insurance policy acquisition costs
|
10,676
|
9,721
|
||||||
Other assets
|
178,345
|
143,819
|
||||||
Total assets
|
$
|
5,379,144
|
$
|
5,601,390
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Loss reserves (note 12)
|
$
|
2,675,594
|
$
|
3,061,401
|
||||
Premium deficiency reserve (note 13)
|
35,455
|
48,461
|
||||||
Unearned premiums
|
168,200
|
154,479
|
||||||
Senior notes (note 3)
|
61,894
|
82,773
|
||||||
Convertible senior notes (note 3)
|
845,000
|
845,000
|
||||||
Convertible junior debentures (note 3)
|
389,522
|
389,522
|
||||||
Other liabilities
|
271,864
|
275,216
|
||||||
Total liabilities
|
4,447,529
|
4,856,852
|
||||||
|
||||||||
Contingencies (note 5)
|
||||||||
|
||||||||
Shareholders' equity (note 14):
|
||||||||
Common stock (one dollar par value, shares authorized 1,000,000; shares issued 2014 and 2013 - 340,047; shares outstanding 2014 - 338,560; 2013 - 337,758)
|
340,047
|
340,047
|
||||||
Paid-in capital
|
1,658,661
|
1,661,269
|
||||||
Treasury stock (shares at cost 2014 - 1,487; 2013 - 2,289)
|
(32,937
|
)
|
(64,435
|
)
|
||||
Accumulated other comprehensive loss, net of tax (note 9)
|
(35,253
|
)
|
(117,726
|
)
|
||||
Accumulated deficit
|
(998,903
|
)
|
(1,074,617
|
)
|
||||
Total shareholders' equity
|
931,615
|
744,538
|
||||||
Total liabilities and shareholders' equity
|
$
|
5,379,144
|
$
|
5,601,390
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Revenues:
|
(In thousands, except per share data)
|
|||||||||||||||
Premiums written:
|
||||||||||||||||
Direct
|
$
|
241,249
|
$
|
247,481
|
$
|
485,438
|
$
|
502,028
|
||||||||
Assumed
|
430
|
531
|
881
|
1,082
|
||||||||||||
Ceded (note 4)
|
(28,294
|
)
|
(11,390
|
)
|
(54,914
|
)
|
(17,988
|
)
|
||||||||
Net premiums written
|
213,385
|
236,622
|
431,405
|
485,122
|
||||||||||||
(Increase) decrease in unearned premiums, net
|
(5,899
|
)
|
1,155
|
(9,658
|
)
|
(286
|
)
|
|||||||||
Net premiums earned
|
207,486
|
237,777
|
421,747
|
484,836
|
||||||||||||
Investment income, net of expenses
|
21,180
|
20,883
|
41,336
|
39,211
|
||||||||||||
Realized investment gains, net
|
522
|
2,485
|
291
|
3,744
|
||||||||||||
Total other-than-temporary impairment losses
|
-
|
-
|
-
|
-
|
||||||||||||
Portion of losses recognized in other comprehensive income, before taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net impairment losses recognized in earnings
|
-
|
-
|
-
|
-
|
||||||||||||
Other revenue
|
2,048
|
2,715
|
2,944
|
5,254
|
||||||||||||
Total revenues
|
231,236
|
263,860
|
466,318
|
533,045
|
||||||||||||
|
||||||||||||||||
Losses and expenses:
|
||||||||||||||||
Losses incurred, net (note 12)
|
141,141
|
196,274
|
263,749
|
462,482
|
||||||||||||
Change in premium deficiency reserve (note 13)
|
(7,833
|
)
|
(11,283
|
)
|
(13,006
|
)
|
(12,933
|
)
|
||||||||
Amortization of deferred policy acquisition costs
|
1,676
|
1,955
|
3,095
|
3,652
|
||||||||||||
Other underwriting and operating expenses, net
|
32,238
|
45,607
|
70,219
|
93,922
|
||||||||||||
Interest expense (note 3)
|
17,374
|
17,942
|
34,913
|
44,348
|
||||||||||||
Total losses and expenses
|
184,596
|
250,495
|
358,970
|
591,471
|
||||||||||||
Income (loss) before tax
|
46,640
|
13,365
|
107,348
|
(58,426
|
)
|
|||||||||||
Provision for income taxes (note 11)
|
1,118
|
990
|
1,844
|
2,129
|
||||||||||||
|
||||||||||||||||
Net income (loss)
|
$
|
45,522
|
$
|
12,375
|
$
|
105,504
|
$
|
(60,555
|
)
|
|||||||
|
||||||||||||||||
Income (loss) per share (note 6):
|
||||||||||||||||
Basic
|
$
|
0.13
|
$
|
0.04
|
$
|
0.31
|
$
|
(0.21
|
)
|
|||||||
Diluted
|
$
|
0.12
|
$
|
0.04
|
$
|
0.27
|
$
|
(0.21
|
)
|
|||||||
|
||||||||||||||||
Weighted average common shares outstanding - basic (note 6)
|
338,626
|
337,868
|
338,419
|
285,336
|
||||||||||||
|
||||||||||||||||
Weighted average common shares outstanding - diluted (note 6)
|
413,481
|
339,341
|
413,374
|
285,336
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Net income (loss)
|
$
|
45,522
|
$
|
12,375
|
$
|
105,504
|
$
|
(60,555
|
)
|
|||||||
|
||||||||||||||||
Other comprehensive income (loss), net of tax (note 9):
|
||||||||||||||||
|
||||||||||||||||
Change in unrealized investment gains and losses (note 7)
|
44,501
|
(98,119
|
)
|
84,099
|
(108,073
|
)
|
||||||||||
|
||||||||||||||||
Benefit plan adjustments
|
(1,980
|
)
|
-
|
(3,466
|
)
|
-
|
||||||||||
|
||||||||||||||||
Foreign currency translation adjustment
|
587
|
(12,512
|
)
|
1,840
|
(12,196
|
)
|
||||||||||
|
||||||||||||||||
Other comprehensive income (loss), net of tax
|
43,108
|
(110,631
|
)
|
82,473
|
(120,269
|
)
|
||||||||||
|
||||||||||||||||
Comprehensive income (loss)
|
$
|
88,630
|
$
|
(98,256
|
)
|
$
|
187,977
|
$
|
(180,824
|
)
|
|
Common
stock
|
Paid-in
capital
|
Treasury
stock
|
Accumulated
other
comprehensive
income (loss)
|
Accumulated
deficit
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
|
||||||||||||||||||||
Balance, December 31, 2012
|
$
|
205,047
|
$
|
1,135,296
|
$
|
(104,959
|
)
|
$
|
(48,163
|
)
|
$
|
(990,281
|
)
|
|||||||
|
||||||||||||||||||||
Net loss
|
(60,555
|
)
|
||||||||||||||||||
Change in unrealized investment gains and losses, net
|
-
|
-
|
-
|
(108,073
|
)
|
-
|
||||||||||||||
Common stock issuance (note 14)
|
135,000
|
528,392
|
-
|
-
|
-
|
|||||||||||||||
Reissuance of treasury stock, net
|
-
|
(7,892
|
)
|
40,524
|
-
|
(34,487
|
)
|
|||||||||||||
Equity compensation
|
-
|
3,009
|
-
|
-
|
-
|
|||||||||||||||
Unrealized foreign currency translation adjustment
|
-
|
-
|
-
|
(12,196
|
)
|
-
|
||||||||||||||
|
||||||||||||||||||||
Balance, June 30, 2013
|
$
|
340,047
|
$
|
1,658,805
|
$
|
(64,435
|
)
|
$
|
(168,432
|
)
|
$
|
(1,085,323
|
)
|
|||||||
|
||||||||||||||||||||
Balance, December 31, 2013
|
$
|
340,047
|
$
|
1,661,269
|
$
|
(64,435
|
)
|
$
|
(117,726
|
)
|
$
|
(1,074,617
|
)
|
|||||||
|
||||||||||||||||||||
Net income
|
105,504
|
|||||||||||||||||||
Change in unrealized investment gains and losses, net (note 7)
|
-
|
-
|
-
|
84,099
|
-
|
|||||||||||||||
Reissuance of treasury stock, net
|
-
|
(6,680
|
)
|
31,498
|
-
|
(29,790
|
)
|
|||||||||||||
Equity compensation
|
-
|
4,072
|
-
|
-
|
-
|
|||||||||||||||
Benefit plan adjustments
|
-
|
-
|
-
|
(3,466
|
)
|
-
|
||||||||||||||
Unrealized foreign currency translation adjustment
|
-
|
-
|
-
|
1,840
|
-
|
|||||||||||||||
|
||||||||||||||||||||
Balance, June 30, 2014
|
$
|
340,047
|
$
|
1,658,661
|
$
|
(32,937
|
)
|
$
|
(35,253
|
)
|
$
|
(998,903
|
)
|
|
Six Months Ended
June 30, |
|||||||
|
2014
|
2013
|
||||||
|
(In thousands)
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$
|
105,504
|
$
|
(60,555
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Depreciation and other amortization
|
26,622
|
37,517
|
||||||
Deferred tax provision (benefit)
|
243
|
(21
|
)
|
|||||
Realized investment gains, excluding impairment losses
|
(291
|
)
|
(3,744
|
)
|
||||
Loss on repurchases of senior notes
|
837
|
-
|
||||||
Other
|
(45,745
|
)
|
(31,862
|
)
|
||||
Change in certain assets and liabilities:
|
||||||||
Accrued investment income
|
2,630
|
(5,920
|
)
|
|||||
Prepaid reinsurance premium
|
(4,018
|
)
|
(3,465
|
)
|
||||
Reinsurance recoverable on loss reserves
|
6,322
|
20,950
|
||||||
Reinsurance recoverable on paid losses
|
2,908
|
1,433
|
||||||
Premium receivable
|
9,367
|
5,250
|
||||||
Deferred insurance policy acquisition costs
|
(955
|
)
|
(1,133
|
)
|
||||
Loss reserves
|
(385,807
|
)
|
(457,535
|
)
|
||||
Premium deficiency reserve
|
(13,006
|
)
|
(12,933
|
)
|
||||
Unearned premiums
|
13,721
|
3,578
|
||||||
Income taxes payable (current)
|
(689
|
)
|
(179
|
)
|
||||
Net cash used in operating activities
|
(282,357
|
)
|
(508,619
|
)
|
||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Purchase of fixed maturities
|
(1,054,567
|
)
|
(2,182,211
|
)
|
||||
Purchase of equity securities
|
(40
|
)
|
(51
|
)
|
||||
Proceeds from sale of fixed maturities
|
718,938
|
483,171
|
||||||
Proceeds from maturity of fixed maturities
|
649,468
|
778,896
|
||||||
Net increase in payable for securities
|
(4
|
)
|
(97,868
|
)
|
||||
Net change in restricted cash
|
237
|
(60,333
|
)
|
|||||
Net cash provided by (used in) investing activities
|
314,032
|
(1,078,396
|
)
|
|||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Net proceeds from convertible senior notes
|
-
|
484,697
|
||||||
Common stock shares issued
|
-
|
663,392
|
||||||
Repurchases of long-term debt
|
(21,767
|
)
|
(17,235
|
)
|
||||
Net cash (used in) provided by financing activities
|
(21,767
|
)
|
1,130,854
|
|||||
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
9,908
|
(456,161
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
332,692
|
1,027,625
|
||||||
Cash and cash equivalents at end of period
|
$
|
342,600
|
$
|
571,464
|
· | Changes in the actual PMIERs adopted from the draft PMIERs may increase the amount of the MGIC’s Minimum Required Assets or reduce its Available Assets, with the result that the shortfall in Available Assets could increase; |
· | We may not obtain regulatory approval to transfer assets from MGIC’s regulated insurance affiliates to the extent we are assuming because regulators project higher losses than we project or require a level of capital be maintained in these companies higher than we are assuming; |
· | We may not be able to access the non-dilutive debt markets due to market conditions, concern about our creditworthiness, or other factors, in a manner sufficient to provide the funds we are assuming; |
· | We may not be able to achieve modifications in our existing reinsurance arrangements necessary to minimize the reduction in the credit for reinsurance under the draft PMIERs; and |
· | We may not be able to obtain additional reinsurance necessary to further reduce the Minimum Required Assets due to market capacity, pricing or other reasons. |
|
Par Value
|
Total Fair
Value
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
June 30, 2014
|
||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||
Senior Notes
|
$
|
61,953
|
$
|
64,973
|
$
|
64,973
|
$
|
-
|
$
|
-
|
||||||||||
Convertible Senior Notes due 2017
|
345,000
|
403,650
|
403,650
|
-
|
-
|
|||||||||||||||
Convertible Senior Notes due 2020
|
500,000
|
746,750
|
746,750
|
-
|
-
|
|||||||||||||||
Convertible Junior Subordinated Debentures
|
389,522
|
482,033
|
-
|
482,033
|
-
|
|||||||||||||||
Total Debt
|
$
|
1,296,475
|
$
|
1,697,406
|
$
|
1,215,373
|
$
|
482,033
|
$
|
-
|
||||||||||
|
||||||||||||||||||||
December 31, 2013
|
||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||
Senior Notes
|
$
|
82,883
|
$
|
85,991
|
$
|
85,991
|
$
|
-
|
$
|
-
|
||||||||||
Convertible Senior Notes due 2017
|
345,000
|
388,988
|
388,988
|
-
|
-
|
|||||||||||||||
Convertible Senior Notes due 2020
|
500,000
|
685,625
|
685,625
|
-
|
-
|
|||||||||||||||
Convertible Junior Subordinated Debentures
|
389,522
|
439,186
|
-
|
439,186
|
-
|
|||||||||||||||
Total Debt
|
$
|
1,317,405
|
$
|
1,599,790
|
$
|
1,160,604
|
$
|
439,186
|
$
|
-
|
|
Six Months Ended
June 30,
|
|||||||
|
2014
|
2013
|
||||||
|
(In thousands)
|
|||||||
|
||||||||
Ceded premiums written, net of profit commission
|
$
|
54,914
|
$
|
17,988
|
||||
|
||||||||
Ceded premiums earned, net of profit commission
|
50,898
|
14,521
|
||||||
|
||||||||
Ceded losses incurred
|
14,871
|
17,234
|
||||||
|
||||||||
Ceding commissions
|
18,680
|
2,197
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||
|
||||||||||||||||
Basic earnings per share:
|
||||||||||||||||
|
||||||||||||||||
Net income (loss)
|
$
|
45,522
|
$
|
12,375
|
$
|
105,504
|
$
|
(60,555
|
)
|
|||||||
|
||||||||||||||||
Weighted average common shares outstanding
|
338,626
|
337,868
|
338,419
|
285,336
|
||||||||||||
Basic income (loss) per share
|
$
|
0.13
|
$
|
0.04
|
$
|
0.31
|
$
|
(0.21
|
)
|
|||||||
|
||||||||||||||||
Diluted earnings per share:
|
||||||||||||||||
|
||||||||||||||||
Net income (loss)
|
$
|
45,522
|
$
|
12,375
|
$
|
105,504
|
$
|
(60,555
|
)
|
|||||||
|
||||||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
2% Convertible Senior Notes
|
3,049
|
-
|
6,098
|
-
|
||||||||||||
|
||||||||||||||||
Net income (loss) plus assumed conversions
|
$
|
48,571
|
$
|
12,375
|
$
|
111,602
|
$
|
(60,555
|
)
|
|||||||
|
||||||||||||||||
Weighted-average shares - Basic
|
338,626
|
337,868
|
338,419
|
285,336
|
||||||||||||
Common stock equivalents
|
74,855
|
1,473
|
74,955
|
-
|
||||||||||||
|
||||||||||||||||
Weighted-average shares - Diluted
|
413,481
|
339,341
|
413,374
|
285,336
|
||||||||||||
Diluted income (loss) per share
|
$
|
0.12
|
$
|
0.04
|
$
|
0.27
|
$
|
(0.21
|
)
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses (1)
|
Fair
Value
|
|||||||||||||
|
(In thousands)
|
|||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
483,205
|
$
|
2,540
|
$
|
(10,927
|
)
|
$
|
474,818
|
|||||||
Obligations of U.S. states and political subdivisions
|
840,266
|
11,709
|
(3,605
|
)
|
848,370
|
|||||||||||
Corporate debt securities
|
2,185,994
|
16,842
|
(7,065
|
)
|
2,195,771
|
|||||||||||
Asset-backed securities
|
367,306
|
1,554
|
(54
|
)
|
368,806
|
|||||||||||
Residential mortgage-backed securities
|
359,908
|
170
|
(12,588
|
)
|
347,490
|
|||||||||||
Commercial mortgage-backed securities
|
274,102
|
1,336
|
(1,917
|
)
|
273,521
|
|||||||||||
Collateralized loan obligations
|
61,338
|
-
|
(875
|
)
|
60,463
|
|||||||||||
Debt securities issued by foreign sovereign governments
|
39,566
|
2,707
|
(44
|
)
|
42,229
|
|||||||||||
Total debt securities
|
4,611,685
|
36,858
|
(37,075
|
)
|
4,611,468
|
|||||||||||
Equity securities
|
2,949
|
69
|
(7
|
)
|
3,011
|
|||||||||||
|
||||||||||||||||
Total investment portfolio
|
$
|
4,614,634
|
$
|
36,927
|
$
|
(37,082
|
)
|
$
|
4,614,479
|
December 31, 2013
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses (1)
|
Fair
Value
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
663,642
|
$
|
1,469
|
$
|
(25,521
|
)
|
$
|
639,590
|
|||||||
Obligations of U.S. states and political subdivisions
|
932,922
|
5,865
|
(17,420
|
)
|
921,367
|
|||||||||||
Corporate debt securities
|
2,190,095
|
6,313
|
(24,993
|
)
|
2,171,415
|
|||||||||||
Asset-backed securities
|
399,839
|
1,100
|
(453
|
)
|
400,486
|
|||||||||||
Residential mortgage-backed securities
|
383,368
|
146
|
(24,977
|
)
|
358,537
|
|||||||||||
Commercial mortgage-backed securities
|
277,920
|
131
|
(6,668
|
)
|
271,383
|
|||||||||||
Collateralized loan obligations
|
61,337
|
-
|
(1,042
|
)
|
60,295
|
|||||||||||
Debt securities issued by foreign sovereign governments
|
39,420
|
1,722
|
(290
|
)
|
40,852
|
|||||||||||
Total debt securities
|
4,948,543
|
16,746
|
(101,364
|
)
|
4,863,925
|
|||||||||||
Equity securities
|
2,908
|
9
|
(23
|
)
|
2,894
|
|||||||||||
Total investment portfolio
|
$
|
4,951,451
|
$
|
16,755
|
$
|
(101,387
|
)
|
$
|
4,866,819
|
Amortized
Cost
|
Fair
Value
|
|||||||
|
(In thousands)
|
|||||||
|
||||||||
Due in one year or less
|
$
|
434,813
|
$
|
436,114
|
||||
Due after one year through five years
|
1,877,498
|
1,892,200
|
||||||
Due after five years through ten years
|
783,152
|
783,800
|
||||||
Due after ten years
|
453,568
|
449,074
|
||||||
|
||||||||
|
$
|
3,549,031
|
$
|
3,561,188
|
||||
|
||||||||
Asset-backed securities
|
367,306
|
368,806
|
||||||
Residential mortgage-backed securities
|
359,908
|
347,490
|
||||||
Commercial mortgage-backed securities
|
274,102
|
273,521
|
||||||
Collateralized loan obligations
|
61,338
|
60,463
|
||||||
|
||||||||
Total at June 30, 2014
|
$
|
4,611,685
|
$
|
4,611,468
|
Less Than 12 Months
|
12 Months or Greater
|
Total
|
||||||||||||||||||||||
June 30, 2014
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
Fair
Value
|
Unrealized
Losses
|
||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
10,902
|
$
|
27
|
$
|
374,597
|
$
|
10,900
|
$
|
385,499
|
$
|
10,927
|
||||||||||||
Obligations of U.S. states and political subdivisions
|
99,956
|
664
|
169,336
|
2,941
|
269,292
|
3,605
|
||||||||||||||||||
Corporate debt securities
|
397,503
|
964
|
277,677
|
6,101
|
675,180
|
7,065
|
||||||||||||||||||
Asset-backed securities
|
24,501
|
12
|
14,700
|
42
|
39,201
|
54
|
||||||||||||||||||
Residential mortgage-backed securities
|
-
|
-
|
328,343
|
12,588
|
328,343
|
12,588
|
||||||||||||||||||
Commercial mortgage-backed securities
|
61,372
|
456
|
104,802
|
1,461
|
166,174
|
1,917
|
||||||||||||||||||
Collateralized loan obligations
|
32,456
|
504
|
28,007
|
371
|
60,463
|
875
|
||||||||||||||||||
Debt securities issued by foreign sovereign governments
|
4,267
|
1
|
3,419
|
43
|
7,686
|
44
|
||||||||||||||||||
Equity securities
|
-
|
-
|
277
|
7
|
277
|
7
|
||||||||||||||||||
Total investment portfolio
|
$
|
630,957
|
$
|
2,628
|
$
|
1,301,158
|
$
|
34,454
|
$
|
1,932,115
|
$
|
37,082
|
|
Less Than 12 Months
|
12 Months or Greater
|
Total
|
|||||||||||||||||||||
December 31, 2013
|
Fair
Value
|
Unrealized Losses
|
Fair
Value
|
Unrealized Losses
|
Fair
Value
|
Unrealized Losses
|
||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
465,975
|
$
|
24,980
|
$
|
4,103
|
$
|
541
|
$
|
470,078
|
$
|
25,521
|
||||||||||||
Obligations of U.S. states and political subdivisions
|
503,967
|
17,370
|
4,226
|
50
|
508,193
|
17,420
|
||||||||||||||||||
Corporate debt securities
|
1,238,211
|
20,371
|
81,593
|
4,622
|
1,319,804
|
24,993
|
||||||||||||||||||
Asset-backed securities
|
126,991
|
387
|
7,114
|
66
|
134,105
|
453
|
||||||||||||||||||
Residential mortgage-backed securities
|
91,534
|
3,886
|
265,827
|
21,091
|
357,361
|
24,977
|
||||||||||||||||||
Commercial mortgage-backed securities
|
192,440
|
6,239
|
43,095
|
429
|
235,535
|
6,668
|
||||||||||||||||||
Collateralized loan obligations
|
60,295
|
1,042
|
-
|
-
|
60,295
|
1,042
|
||||||||||||||||||
Debt securities issued by foreign sovereign governments
|
7,203
|
290
|
-
|
-
|
7,203
|
290
|
||||||||||||||||||
Equity securities
|
1,012
|
18
|
75
|
5
|
1,087
|
23
|
||||||||||||||||||
Total investment portfolio
|
$
|
2,687,628
|
$
|
74,583
|
$
|
406,033
|
$
|
26,804
|
$
|
3,093,661
|
$
|
101,387
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Net realized investment gains (losses) and OTTI on investments:
|
||||||||||||||||
Fixed maturities
|
$
|
360
|
$
|
1,891
|
$
|
126
|
$
|
3,148
|
||||||||
Equity securities
|
162
|
594
|
165
|
596
|
||||||||||||
|
||||||||||||||||
|
$
|
522
|
$
|
2,485
|
$
|
291
|
$
|
3,744
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Net realized investment gains (losses) and OTTI on investments:
|
||||||||||||||||
Gains on sales
|
$
|
1,307
|
$
|
3,027
|
$
|
2,112
|
$
|
4,961
|
||||||||
Losses on sales
|
(785
|
)
|
(542
|
)
|
(1,821
|
)
|
(1,217
|
)
|
||||||||
|
||||||||||||||||
|
$
|
522
|
$
|
2,485
|
$
|
291
|
$
|
3,744
|
Fair Value
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
|
(In thousands)
|
|||||||||||||||
June 30, 2014
|
||||||||||||||||
|
||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
474,818
|
$
|
474,818
|
$
|
-
|
$
|
-
|
||||||||
Obligations of U.S. states and political subdivisions
|
848,370
|
-
|
846,139
|
2,231
|
||||||||||||
Corporate debt securities
|
2,195,771
|
-
|
2,195,771
|
-
|
||||||||||||
Asset-backed securities
|
368,806
|
-
|
368,806
|
-
|
||||||||||||
Residential mortgage-backed securities
|
347,490
|
-
|
347,490
|
-
|
||||||||||||
Commercial mortgage-backed securities
|
273,521
|
-
|
273,521
|
-
|
||||||||||||
Collateralized loan obligations
|
60,463
|
-
|
60,463
|
-
|
||||||||||||
Debt securities issued by foreign sovereign governments
|
42,229
|
42,229
|
-
|
-
|
||||||||||||
Total debt securities
|
4,611,468
|
517,047
|
4,029,190
|
2,231
|
||||||||||||
Equity securities
|
3,011
|
2,690
|
-
|
321
|
||||||||||||
Total investments
|
$
|
4,614,479
|
$
|
519,737
|
$
|
4,029,190
|
$
|
2,552
|
||||||||
Real estate acquired (1)
|
$
|
10,804
|
$
|
-
|
$
|
-
|
$
|
10,804
|
|
Fair Value
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
December 31, 2013
|
||||||||||||||||
|
||||||||||||||||
U.S. Treasury securities and obligations of U.S. government corporations and agencies
|
$
|
639,590
|
$
|
639,590
|
$
|
-
|
$
|
-
|
||||||||
Obligations of U.S. states and political subdivisions
|
921,367
|
-
|
918,944
|
2,423
|
||||||||||||
Corporate debt securities
|
2,171,415
|
-
|
2,171,415
|
-
|
||||||||||||
Asset-backed securities
|
400,486
|
-
|
400,486
|
-
|
||||||||||||
Residential mortgage-backed securities
|
358,537
|
-
|
358,537
|
-
|
||||||||||||
Commercial mortgage-backed securities
|
271,383
|
-
|
271,383
|
-
|
||||||||||||
Collateralized loan obligations
|
60,295
|
-
|
60,295
|
-
|
||||||||||||
Debt securities issued by foreign sovereign governments
|
40,852
|
40,852
|
-
|
-
|
||||||||||||
Total debt securities
|
4,863,925
|
680,442
|
4,181,060
|
2,423
|
||||||||||||
Equity securities
|
2,894
|
2,573
|
-
|
321
|
||||||||||||
Total investments
|
$
|
4,866,819
|
$
|
683,015
|
$
|
4,181,060
|
$
|
2,744
|
||||||||
Real estate acquired (1)
|
$
|
13,280
|
$
|
-
|
$
|
-
|
$
|
13,280
|
|
Obligations of U.S.
States and Political
Subdivisions
|
Equity
Securities
|
Total
Investments
|
Real Estate
Acquired
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Balance at March 31, 2014
|
$
|
2,378
|
$
|
321
|
$
|
2,699
|
$
|
11,137
|
||||||||
Total realized/unrealized gains (losses):
|
||||||||||||||||
Included in earnings and reported as losses incurred, net
|
-
|
-
|
-
|
(1,157
|
)
|
|||||||||||
Purchases
|
-
|
-
|
-
|
11,367
|
||||||||||||
Sales
|
(147
|
)
|
-
|
(147
|
)
|
(10,543
|
)
|
|||||||||
Transfers into Level 3
|
-
|
-
|
-
|
-
|
||||||||||||
Transfers out of Level 3
|
-
|
-
|
-
|
-
|
||||||||||||
Balance at June 30, 2014
|
$
|
2,231
|
$
|
321
|
$
|
2,552
|
$
|
10,804
|
||||||||
|
||||||||||||||||
Amount of total losses included in earnings for the three months ended June 30, 2014 attributable to the change in unrealized losses on assets still held at June 30, 2014
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Obligations of U.S.
States and Political
Subdivisions
|
Equity
Securities
|
Total
Investments
|
Real Estate
Acquired
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Balance at December 31, 2013
|
$
|
2,423
|
$
|
321
|
$
|
2,744
|
$
|
13,280
|
||||||||
Total realized/unrealized gains (losses):
|
||||||||||||||||
Included in earnings and reported as losses incurred, net
|
-
|
-
|
-
|
(2,316
|
)
|
|||||||||||
Purchases
|
30
|
-
|
30
|
19,377
|
||||||||||||
Sales
|
(222
|
)
|
-
|
(222
|
)
|
(19,537
|
)
|
|||||||||
Transfers into Level 3
|
-
|
-
|
-
|
-
|
||||||||||||
Transfers out of Level 3
|
-
|
-
|
-
|
-
|
||||||||||||
Balance at June 30, 2014
|
$
|
2,231
|
$
|
321
|
$
|
2,552
|
$
|
10,804
|
||||||||
|
||||||||||||||||
Amount of total losses included in earnings for the six months ended June 30, 2014 attributable to the change in unrealized losses on assets still held at June 30, 2014
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Obligations of U.S.
States and Political
Subdivisions
|
Corporate Debt
Securities
|
Equity
Securities
|
Total
Investments
|
Real Estate
Acquired
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
Balance at March 31, 2013
|
$
|
2,957
|
$
|
-
|
$
|
321
|
$
|
3,278
|
$
|
7,524
|
||||||||||
Total realized/unrealized gains (losses):
|
||||||||||||||||||||
Included in earnings and reported as losses incurred, net
|
-
|
-
|
-
|
-
|
(1,000
|
)
|
||||||||||||||
Purchases
|
-
|
-
|
-
|
-
|
9,530
|
|||||||||||||||
Sales
|
(146
|
)
|
-
|
-
|
(146
|
)
|
(7,313
|
)
|
||||||||||||
Transfers into Level 3
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Transfers out of Level 3
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance at June 30, 2013
|
$
|
2,811
|
$
|
-
|
$
|
321
|
$
|
3,132
|
$
|
8,741
|
||||||||||
|
||||||||||||||||||||
Amount of total losses included in earnings for the three months ended June 30, 2013 attributable to the change in unrealized losses on assets still held at June 30, 2013
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Obligations of U.S.
States and Political
Subdivisions
|
Corporate Debt
Securities
|
Equity
Securities
|
Total
Investments
|
Real Estate
Acquired
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
Balance at December 31, 2012
|
$
|
3,130
|
$
|
17,114
|
$
|
321
|
$
|
20,565
|
$
|
3,463
|
||||||||||
Total realized/unrealized gains (losses):
|
||||||||||||||||||||
Included in earnings and reported as realized investment gains (losses), net
|
-
|
(225
|
)
|
-
|
(225
|
)
|
-
|
|||||||||||||
Included in earnings and reported as losses incurred, net
|
-
|
-
|
-
|
-
|
(2,302
|
)
|
||||||||||||||
Purchases
|
30
|
-
|
-
|
30
|
17,544
|
|||||||||||||||
Sales
|
(349
|
)
|
(16,889
|
)
|
-
|
(17,238
|
)
|
(9,964
|
)
|
|||||||||||
Transfers into Level 3
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Transfers out of Level 3
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Balance at June 30, 2013
|
$
|
2,811
|
$
|
-
|
$
|
321
|
$
|
3,132
|
$
|
8,741
|
||||||||||
|
||||||||||||||||||||
Amount of total losses included in earnings for the six months ended June 30, 2013 attributable to the change in unrealized losses on assets still held at June 30, 2013
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Three Months Ended
June 30, 2014
|
|||||||||||||||
|
Before tax
|
Tax effect
|
Valuation
allowance
|
Net of tax
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in unrealized gains and losses on investments
|
$
|
44,818
|
$
|
(15,634
|
)
|
$
|
15,317
|
$
|
44,501
|
|||||||
Benefit plan adjustments
|
(1,980
|
)
|
693
|
(693
|
)
|
(1,980
|
)
|
|||||||||
Unrealized foreign currency translation adjustment
|
904
|
(317
|
)
|
-
|
587
|
|||||||||||
|
||||||||||||||||
Other comprehensive income (loss)
|
$
|
43,742
|
$
|
(15,258
|
)
|
$
|
14,624
|
$
|
43,108
|
|
Six Months Ended
June 30, 2014
|
|||||||||||||||
|
Before tax
|
Tax effect
|
Valuation
allowance
|
Net of tax
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in unrealized gains and losses on investments
|
$
|
84,479
|
$
|
(29,505
|
)
|
$
|
29,125
|
$
|
84,099
|
|||||||
Benefit plan adjustments
|
(3,466
|
)
|
1,213
|
(1,213
|
)
|
(3,466
|
)
|
|||||||||
Unrealized foreign currency translation adjustment
|
2,835
|
(995
|
)
|
-
|
1,840
|
|||||||||||
|
||||||||||||||||
Other comprehensive income (loss)
|
$
|
83,848
|
$
|
(29,287
|
)
|
$
|
27,912
|
$
|
82,473
|
|
Three Months Ended
June 30, 2013
|
|||||||||||||||
|
Before tax
|
Tax effect
|
Valuation
allowance
|
Net of tax
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
|
|||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in unrealized gains and losses on investments
|
$
|
(99,092
|
)
|
$
|
34,520
|
$
|
(33,547
|
)
|
$
|
(98,119
|
)
|
|||||
Unrealized foreign currency translation adjustment
|
(19,255
|
)
|
6,743
|
-
|
(12,512
|
)
|
||||||||||
|
||||||||||||||||
Other comprehensive income (loss)
|
$
|
(118,347
|
)
|
$
|
41,263
|
$
|
(33,547
|
)
|
$
|
(110,631
|
)
|
|
Six Months Ended
June 30, 2013
|
|||||||||||||||
|
Before tax
|
Tax effect
|
Valuation
allowance
|
Net of tax
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in unrealized gains and losses on investments
|
$
|
(109,631
|
)
|
$
|
38,112
|
$
|
(36,554
|
)
|
$
|
(108,073
|
)
|
|||||
Unrealized foreign currency translation adjustment
|
(18,769
|
)
|
6,573
|
-
|
(12,196
|
)
|
||||||||||
|
||||||||||||||||
Other comprehensive income (loss)
|
$
|
(128,400
|
)
|
$
|
44,685
|
$
|
(36,554
|
)
|
$
|
(120,269
|
)
|
|
Three Months Ended
June 30, 2014
|
|||||||||||||||||
|
Unrealized gains and
losses on available-
for-sale securities
|
Defined benefit
plans
|
Foreign currency
translation
|
Total
|
||||||||||||||
|
(In thousands)
|
|||||||||||||||||
|
||||||||||||||||||
Balance at March 31, 2014, before tax
|
$
|
(44,973
|
)
|
$
|
(5,252
|
)
|
$
|
13,115
|
$
|
(37,110
|
)
|
|||||||
|
||||||||||||||||||
Other comprehensive income (loss) before reclassifications
|
42,922
|
-
|
904
|
43,826
|
||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(1,896
|
)
|
(1
|
)
|
1,980
|
(2 |
)
|
-
|
|
84
|
||||||||
|
||||||||||||||||||
Net current period other comprehensive income (loss)
|
44,818
|
(1,980
|
)
|
904
|
43,742
|
|||||||||||||
Balance at June 30, 2014, before tax
|
$
|
(155
|
) |
$
|
(7,232
|
) |
$
|
14,019
|
$
|
6,632
|
|
Six Months Ended
June 30, 2014
|
|||||||||||||||||
|
Unrealized gains and
losses on available-
for-sale securities
|
Defined benefit
plans
|
Foreign currency
translation
|
Total
|
||||||||||||||
|
(In thousands)
|
|||||||||||||||||
|
||||||||||||||||||
Balance at December 31, 2013, before tax
|
$
|
(84,634
|
)
|
$
|
(3,766
|
)
|
$
|
11,184
|
$
|
(77,216
|
)
|
|||||||
|
||||||||||||||||||
Other comprehensive income (loss) before reclassifications
|
78,548
|
-
|
2,835
|
81,383
|
||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(5,931
|
)
|
(1
|
)
|
3,466
|
(2
|
)
|
-
|
(2,465
|
)
|
||||||||
|
||||||||||||||||||
Net current period other comprehensive income (loss)
|
84,479
|
(3,466
|
)
|
2,835
|
83,848
|
|||||||||||||
|
||||||||||||||||||
Balance at June 30, 2014, before tax
|
(155
|
)
|
(7,232
|
)
|
14,019
|
6,632
|
||||||||||||
|
||||||||||||||||||
Tax effect (3)
|
(64,436
|
)
|
26,940
|
(4,389
|
)
|
(41,885
|
)
|
|||||||||||
Balance at June 30, 2014, net of tax
|
$
|
(64,591
|
) |
$
|
19,708
|
$
|
9,630
|
$
|
(35,253
|
) |
|
Three Months Ended June 30, 2013
|
||||||||||||||||
|
Unrealized gains and
losses on available-
for-sale securities
|
Defined benefit
plans
|
Foreign currency
translation
|
Total
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
|||||||||||||||||
Balance at March 31, 2013, before tax
|
$
|
31,002
|
$
|
(71,804
|
)
|
$
|
33,233
|
$
|
(7,569
|
)
|
|||||||
Other comprehensive income (loss) before reclassifications
|
(96,938
|
)
|
-
|
(19,255
|
)
|
(116,193
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
2,154
|
(1
|
)
|
-
|
-
|
2,154
|
|||||||||||
|
|
||||||||||||||||
Net current period other comprehensive income (loss)
|
(99,092
|
)
|
-
|
(19,255
|
)
|
(118,347
|
)
|
||||||||||
|
|||||||||||||||||
Balance at June 30, 2013, before tax
|
$
|
(68,090
|
) |
$
|
(71,804
|
) |
$
|
13,978
|
$
|
(125,916
|
) |
|
Six Months Ended
June 30, 2013
|
||||||||||||||||
|
Unrealized gains and
losses on available-
for-sale securities
|
Defined benefit
plans
|
Foreign currency
translation
|
Total
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
|||||||||||||||||
Balance at December 31, 2012, before tax
|
$
|
41,541
|
$
|
(71,804
|
)
|
$
|
32,747
|
$
|
2,484
|
||||||||
|
|||||||||||||||||
Other comprehensive income (loss) before reclassifications
|
(104,099
|
)
|
-
|
(18,769
|
)
|
(122,868
|
)
|
||||||||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
5,532
|
(1
|
)
|
-
|
-
|
5,532
|
|||||||||||
|
|
||||||||||||||||
Net current period other comprehensive income (loss)
|
(109,631
|
)
|
-
|
(18,769
|
)
|
(128,400
|
)
|
||||||||||
|
|||||||||||||||||
Balance at June 30, 2013, before tax
|
(68,090
|
)
|
(71,804
|
)
|
13,978
|
(125,916
|
)
|
||||||||||
|
|||||||||||||||||
Tax effect (3)
|
(65,082
|
)
|
26,940
|
(4,374
|
)
|
(42,516
|
)
|
||||||||||
|
|||||||||||||||||
Balance at June 30, 2013, net of tax
|
$
|
(133,172
|
)
|
$
|
(44,864
|
)
|
$
|
9,604
|
$
|
(168,432
|
)
|
(1) | During the three and six months ended June 30, 2014, net unrealized losses of ($1.9) million and ($5.9) million, respectively, were reclassified to the Consolidated Statement of Operations and included in Realized investment gains, net. During the three and six months ended June 30, 2013, net unrealized gains of $2.2 million and $5.5 million, respectively were reclassified to the Consolidated Statement of Operations and included in Realized investment gains, net. |
(2) | During the three and six months ended June 30, 2014, other comprehensive income related to benefit plans of $2.0 million and $3.5 million, respectively, was reclassified to the Consolidated Statement of Operations and included in Underwriting and other expenses, net. |
(3) | Tax effect does not approximate 35% due to amounts of tax benefits not provided in various periods due to our tax valuation allowance. |
|
Unrealized gains and
losses on available-
for-sale securities
|
Defined benefit
plans
|
Foreign currency
translation
|
Total
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
|
|||||||||||||||
|
||||||||||||||||
Balance at December 31, 2013, before tax
|
(84,634
|
)
|
(3,766
|
)
|
11,184
|
(77,216
|
)
|
|||||||||
|
||||||||||||||||
Tax effect (1)
|
(64,056
|
)
|
26,940
|
(3,394
|
)
|
(40,510
|
)
|
|||||||||
|
||||||||||||||||
Balance at December 31, 2013, net of tax
|
$
|
(148,690
|
)
|
$
|
23,174
|
$
|
7,790
|
$
|
(117,726
|
)
|
Three Months Ended June 30,
|
||||||||||||||||
|
Pension and Supplemental
Executive Retirement Plans
|
Other Postretirement
Benefits
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Service cost
|
$
|
2,203
|
$
|
2,952
|
$
|
152
|
$
|
212
|
||||||||
Interest cost
|
3,985
|
3,845
|
144
|
156
|
||||||||||||
Expected return on plan assets
|
(5,257
|
)
|
(5,034
|
)
|
(1,163
|
)
|
(920
|
)
|
||||||||
Recognized net actuarial loss
|
250
|
1,557
|
(144
|
)
|
-
|
|||||||||||
Amortization of prior service cost
|
(423
|
)
|
127
|
(1,662
|
)
|
(1,662
|
)
|
|||||||||
|
||||||||||||||||
Net periodic benefit cost
|
$
|
758
|
$
|
3,447
|
$
|
(2,673
|
)
|
$
|
(2,214
|
)
|
||||||
|
||||||||||||||||
|
Six Months Ended June 30,
|
|||||||||||||||
Pension and Supplemental
Executive Retirement Plans
|
Other Postretirement
Benefits
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Service cost
|
$
|
4,283
|
$
|
5,669
|
$
|
329
|
$
|
406
|
||||||||
Interest cost
|
7,994
|
7,644
|
327
|
309
|
||||||||||||
Expected return on plan assets
|
(10,515
|
)
|
(10,072
|
)
|
(2,324
|
)
|
(1,840
|
)
|
||||||||
Recognized net actuarial loss
|
541
|
3,073
|
(217
|
)
|
-
|
|||||||||||
Amortization of prior service cost
|
(465
|
)
|
252
|
(3,325
|
)
|
(3,324
|
)
|
|||||||||
|
||||||||||||||||
Net periodic benefit cost
|
$
|
1,838
|
$
|
6,566
|
$
|
(5,210
|
)
|
$
|
(4,449
|
)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
(In thousands)
|
|||||||||||||||
|
||||||||||||||||
Tax provision (benefit) before valuation allowance
|
$
|
17,172
|
$
|
4,472
|
$
|
40,292
|
$
|
(17,118
|
)
|
|||||||
Change in valuation allowance
|
(16,054
|
)
|
(3,482
|
)
|
(38,448
|
)
|
19,247
|
|||||||||
|
||||||||||||||||
Provision for income taxes
|
$
|
1,118
|
$
|
990
|
$
|
1,844
|
$
|
2,129
|
Six Months Ended
June 30,
|
||||||||
|
2014
|
2013
|
||||||
|
(In thousands)
|
|||||||
|
||||||||
Reserve at beginning of period
|
$
|
3,061,401
|
$
|
4,056,843
|
||||
Less reinsurance recoverable
|
64,085
|
104,848
|
||||||
Net reserve at beginning of period
|
2,997,316
|
3,951,995
|
||||||
|
||||||||
Losses incurred:
|
||||||||
Losses and LAE incurred in respect of default notices related to:
|
||||||||
Current year
|
306,386
|
468,332
|
||||||
Prior years (1)
|
(42,637
|
)
|
(5,850
|
)
|
||||
Subtotal
|
263,749
|
462,482
|
||||||
|
||||||||
Losses paid:
|
||||||||
Losses and LAE paid in respect of default notices related to:
|
||||||||
Current year
|
2,674
|
5,137
|
||||||
Prior years
|
640,560
|
897,178
|
||||||
Reinsurance terminations (2)
|
-
|
(3,248
|
)
|
|||||
Subtotal
|
643,234
|
899,067
|
||||||
|
||||||||
Net reserve at end of period
|
2,617,831
|
3,515,410
|
||||||
Plus reinsurance recoverables
|
57,763
|
83,898
|
||||||
|
||||||||
Reserve at end of period
|
$
|
2,675,594
|
$
|
3,599,308
|
(1) | A negative number for prior year losses incurred indicates a redundancy of prior year loss reserves and a positive number for prior year losses incurred indicates a deficiency of prior year loss reserves. |
(2) | In a termination, the reinsurance agreement is cancelled, with no future premium ceded and funds for any incurred but unpaid losses transferred to us. The transferred funds result in an increase in our investment portfolio (including cash and cash equivalents) and a decrease in net losses paid (reduction to losses incurred). In addition, there is an offsetting decrease in the reinsurance recoverable (increase in losses incurred), and thus there is no net impact to losses incurred. |
|
Six Months Ended June 30,
|
|||||||
|
2014
|
2013
|
||||||
|
(In millions)
|
|||||||
Prior year loss development (1):
|
||||||||
|
||||||||
Decrease in estimated claim rate on primary defaults
|
$
|
(25
|
)
|
$
|
-
|
|||
(Decrease) increase in estimated severity on primary defaults
|
(8
|
)
|
1
|
|||||
Change in estimates related to pool reserves, LAE reserves and reinsurance
|
(10
|
)
|
(7
|
)
|
||||
Total prior year loss development
|
$
|
(43
|
)
|
$
|
(6
|
)
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Default inventory at beginning of period
|
91,842
|
126,610
|
103,328
|
139,845
|
||||||||||||
New Notices
|
21,178
|
25,425
|
44,524
|
53,289
|
||||||||||||
Cures
|
(21,182
|
)
|
(25,450
|
)
|
(48,500
|
)
|
(56,572
|
)
|
||||||||
Paids (including those charged to a deductible or captive)
|
(6,068
|
)
|
(9,051
|
)
|
(13,132
|
)
|
(18,496
|
)
|
||||||||
Rescissions and denials
|
(354
|
)
|
(429
|
)
|
(804
|
)
|
(961
|
)
|
||||||||
Default inventory at end of period
|
85,416
|
117,105
|
85,416
|
117,105
|
Aging of the Primary Default Inventory
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
|||||||||||||||||||||
|
||||||||||||||||||||||||
Consecutive months in default
|
||||||||||||||||||||||||
3 months or less
|
15,297
|
18
|
%
|
18,941
|
18
|
%
|
18,760
|
16
|
%
|
|||||||||||||||
4 - 11 months
|
19,362
|
23
|
%
|
24,514
|
24
|
%
|
26,377
|
23
|
%
|
|||||||||||||||
12 months or more
|
50,757
|
59
|
%
|
59,873
|
58
|
%
|
71,968
|
61
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Total primary default inventory
|
85,416
|
100
|
%
|
103,328
|
100
|
%
|
117,105
|
100
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Primary claims received inventory included in ending default inventory (1)
|
5,398 |
6
|
%
|
6,948
|
7
|
%
|
10,637
|
9
|
%
|
|
||||||||||||||||||||||||
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
|||||||||||||||||||||
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
3 payments or less
|
22,867
|
27
|
%
|
28,095
|
27
|
%
|
27,498
|
24
|
%
|
|||||||||||||||
4 - 11 payments
|
19,666
|
23
|
%
|
24,605
|
24
|
%
|
27,299
|
23
|
%
|
|||||||||||||||
12 payments or more
|
42,883
|
50
|
%
|
50,628
|
49
|
%
|
62,308
|
53
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Total primary default inventory
|
85,416
|
100
|
%
|
103,328
|
100
|
%
|
117,105
|
100
|
%
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
||||||||||
|
(In millions)
|
|||||||||||
Present value of expected future paid losses and expenses, net of expected future premium
|
$
|
(591
|
)
|
$
|
(669
|
)
|
$
|
(749
|
)
|
|||
|
||||||||||||
Established loss reserves
|
556
|
621
|
688
|
|||||||||
|
||||||||||||
Net deficiency
|
$
|
(35
|
)
|
$
|
(48
|
)
|
$
|
(61
|
)
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
June 30, 2014
|
|||||||||||||||
|
(In millions)
|
|||||||||||||||
|
||||||||||||||||
Premium Deficiency Reserve at beginning of period
|
$
|
(43
|
)
|
$
|
(48
|
)
|
||||||||||
|
||||||||||||||||
Paid claims and loss adjustment expenses
|
$
|
44
|
$
|
92
|
||||||||||||
Decrease in loss reserves
|
(23
|
)
|
(65
|
)
|
||||||||||||
Premium earned
|
(21
|
)
|
(42
|
)
|
||||||||||||
Effects of present valuing on future premiums, losses and expenses
|
(2
|
)
|
(5
|
)
|
||||||||||||
Change in premium deficiency reserve to reflect actual premium, losses and expenses recognized
|
(2
|
)
|
(20
|
)
|
||||||||||||
|
||||||||||||||||
Change in premium deficiency reserve to reflect change in assumptions relating to future premiums, losses, expenses and discount rate (1)
|
10
|
33
|
||||||||||||||
|
||||||||||||||||
Premium Deficiency Reserve at end of period
|
$
|
(35
|
)
|
$
|
(35
|
)
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30, 2013
|
|||||||||||||||
|
(In millions)
|
|||||||||||||||
|
||||||||||||||||
Premium Deficiency Reserve at beginning of period
|
$
|
(72
|
)
|
$
|
(74
|
)
|
||||||||||
|
||||||||||||||||
Paid claims and loss adjustment expenses
|
$
|
63
|
$
|
121
|
||||||||||||
Decrease in loss reserves
|
(48
|
)
|
(78
|
)
|
||||||||||||
Premium earned
|
(25
|
)
|
(48
|
)
|
||||||||||||
Effects of present valuing on future premiums, losses and expenses
|
(2
|
)
|
(1
|
)
|
||||||||||||
|
||||||||||||||||
Change in premium deficiency reserve to reflect actual premium, losses and expenses recognized
|
(12
|
)
|
(6
|
)
|
||||||||||||
|
||||||||||||||||
Change in premium deficiency reserve to reflect change in assumptions relating to future premiums, losses, expenses and discount rate (1)
|
23
|
19
|
||||||||||||||
|
||||||||||||||||
Premium Deficiency Reserve at end of period
|
$
|
(61
|
)
|
$
|
(61
|
)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
· | Changes in the actual PMIERs adopted from the draft PMIERs may increase the amount of the MGIC’s Minimum Required Assets or reduce its Available Assets, with the result that the shortfall in Available Assets could increase; |
· | We may not obtain regulatory approval to transfer assets from MGIC’s regulated insurance affiliates to the extent we are assuming because regulators project higher losses than we project or require a level of capital be maintained in these companies higher than we are assuming; |
· | We may not be able to access the non-dilutive debt markets due to market conditions, concern about our creditworthiness, or other factors, in a manner sufficient to provide the funds we are assuming; |
· | We may not be able to achieve modifications in our existing reinsurance arrangements necessary to minimize the reduction in the credit for reinsurance under the draft PMIERs; and |
· | We may not be able to obtain additional reinsurance necessary to further reduce the Minimum Required Assets due to market capacity, pricing or other reasons. |
Policy Year
|
HARP (1)
Modifications
|
HAMP
Modifications
|
Other
Modifications
|
|||||||||||
2003 and Prior
|
9.3
|
%
|
11.3
|
%
|
11.2
|
%
|
||||||||
2004
|
14.3
|
%
|
11.3
|
%
|
9.7
|
%
|
||||||||
2005
|
19.0
|
%
|
13.2
|
%
|
10.3
|
%
|
||||||||
2006
|
22.5
|
%
|
15.5
|
%
|
11.1
|
%
|
||||||||
2007
|
31.7
|
%
|
16.4
|
%
|
7.0
|
%
|
||||||||
2008
|
45.5
|
%
|
9.7
|
%
|
3.3
|
%
|
||||||||
2009
|
18.0
|
%
|
0.7
|
%
|
0.5
|
%
|
||||||||
2010 – Q2 2014 |
0.0
|
%
|
0.0
|
%
|
0.0
|
%
|
||||||||
Total
|
15.5
|
%
|
7.3
|
%
|
4.3
|
%
|
(1)
|
Includes proprietary programs that are substantially the same as HARP
|
· | Premiums written and earned |
· | New insurance written, which increases insurance in force, and is the aggregate principal amount of the mortgages that are insured during a period. Many factors affect new insurance written, including the volume of low down payment home mortgage originations and competition to provide credit enhancement on those mortgages, including competition from the FHA, other mortgage insurers, GSE programs that may reduce or eliminate the demand for mortgage insurance and other alternatives to mortgage insurance. New insurance written does not include loans previously insured by us which are modified, such as loans modified under HARP. |
· | Cancellations, which reduce insurance in force. 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. Refinancings are also affected by current home values compared to values when the loans in the in force book became insured and the terms on which mortgage credit is available. Cancellations also include rescissions, which require us to return any premiums received related to the rescinded policy, and policies cancelled due to claim payment, which require us to return any premium received from the date of default. Finally, cancellations are affected by home price appreciation, which can give homeowners the right to cancel the mortgage insurance on their loans. |
· | Premium rates, which are affected by product type, competitive pressures, the risk characteristics of the loans insured and the percentage of coverage on the loans. |
· | Premiums ceded under reinsurance agreements. See Note 4 – “Reinsurance” to our consolidated financial statements for a discussion of our 2013 quota share agreement, under which premiums are ceded net of a profit commission. |
· | Investment income |
· | Losses incurred |
· | 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 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. |
· | 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 incurred losses. |
· | Changes in housing values, which affect our ability to mitigate our losses through sales of properties with delinquent mortgages as well as borrower willingness to continue to make mortgage payments when the value of the home is below the mortgage balance. |
· | The rate at which we rescind policies. Our estimated loss reserves reflect mitigation from rescissions of policies and denials of claims. We collectively refer to such rescissions and denials as “rescissions” and variations of this term. |
· | 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 (percentage of insurance remaining in force from one year prior), the condition of the economy, including unemployment and housing prices, and other factors can affect this pattern. For example, a weak economy or housing price 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. |
· | Changes in premium deficiency reserve |
· | Underwriting and other expenses |
· | Interest expense |
· | Net premiums written and earned |
· | Investment income |
· | Realized gains (losses) and other-than-temporary impairments |
· | Losses incurred |
· | Change in premium deficiency reserve |
· | Underwriting and other expenses |
· | Interest expense |
· | Provision for income taxes |
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Total Primary NIW (In billions)
|
$
|
8.3
|
$
|
8.0
|
$
|
13.5
|
$
|
14.5
|
||||||||
|
||||||||||||||||
Refinance volume as a % of primary
|
||||||||||||||||
NIW
|
10
|
%
|
30
|
%
|
12
|
%
|
37
|
%
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
(In billions)
|
||||||||||||||||
|
||||||||||||||||
NIW
|
$
|
8.3
|
$
|
8.0
|
$
|
13.5
|
$
|
14.5
|
||||||||
Cancellations
|
(6.9
|
)
|
(8.9
|
)
|
(12.9
|
)
|
(18.0
|
)
|
||||||||
|
||||||||||||||||
Change in primary insurance in force
|
$
|
1.4
|
$
|
(0.9
|
)
|
$
|
0.6
|
$
|
(3.5
|
)
|
||||||
|
||||||||||||||||
Direct primary insurance in force as of June 30,
|
$
|
159.3
|
$
|
158.6
|
||||||||||||
|
||||||||||||||||
Direct primary risk in force as of June 30,
|
$
|
41.4
|
$
|
40.9
|
|
June 30,
2014 |
December 31,
2013 |
June 30,
2013 |
|||||||||
|
||||||||||||
Total loans delinquent (1)
|
85,416
|
103,328
|
117,105
|
|||||||||
Percentage of loans delinquent (default rate)
|
8.98
|
%
|
10.76
|
%
|
12.00
|
%
|
||||||
|
||||||||||||
Prime loans delinquent (2)
|
53,651
|
65,724
|
75,310
|
|||||||||
Percentage of prime loans delinquent (default rate)
|
6.39
|
%
|
7.82
|
%
|
8.89
|
%
|
||||||
|
||||||||||||
A-minus loans delinquent (2)
|
13,699
|
16,496
|
17,682
|
|||||||||
Percentage of A-minus loans delinquent (default rate)
|
27.19
|
%
|
30.41
|
%
|
30.06
|
%
|
||||||
|
||||||||||||
Subprime credit loans delinquent (2)
|
5,555
|
6,391
|
6,676
|
|||||||||
Percentage of subprime credit loans delinquent (default rate)
|
35.40 | % | 38.70 | % | 37.82 | % | ||||||
|
||||||||||||
Reduced documentation loans delinquent (3)
|
12,511
|
14,717
|
17,437
|
|||||||||
Percentage of reduced documentation loans delinquent (default rate)
|
27.85
|
%
|
30.41
|
%
|
33.08
|
%
|
Gross Reserves
|
June 30,
2014 |
December 31,
2013 |
June 30,
2013 |
|||||||||
|
||||||||||||
Primary:
|
||||||||||||
Direct loss reserves (in millions)
|
$
|
2,491
|
$
|
2,834
|
$
|
3,334
|
||||||
Ending default inventory
|
85,416
|
103,328
|
117,105
|
|||||||||
Average direct reserve per default
|
$
|
29,160
|
$
|
27,425
|
$
|
28,473
|
||||||
|
||||||||||||
Primary claims received inventory included in ending default inventory
|
5,398
|
6,948
|
10,637
|
|||||||||
|
||||||||||||
Pool (1):
|
||||||||||||
Direct loss reserves (in millions):
|
||||||||||||
With aggregate loss limits (2)
|
$
|
63
|
$
|
82
|
$
|
96
|
||||||
Without aggregate loss limits
|
14
|
17
|
17
|
|||||||||
Reserves related to Freddie Mac Settlement (2)
|
105
|
126
|
147
|
|||||||||
Total pool direct loss reserves
|
$
|
182
|
$
|
225
|
$
|
260
|
||||||
|
||||||||||||
Ending default inventory:
|
||||||||||||
With aggregate loss limits (2)
|
4,396
|
5,496
|
5,877
|
|||||||||
Without aggregate loss limits
|
875
|
1,067
|
1,129
|
|||||||||
Total pool ending default inventory
|
5,271
|
6,563
|
7,006
|
|||||||||
|
||||||||||||
Pool claims received inventory included in ending default inventory
|
173
|
173
|
253
|
|||||||||
|
||||||||||||
Other gross reserves (in millions)
|
$
|
3
|
$
|
2
|
$
|
5
|
Primary Default Inventory
|
||||||||||||
|
June 30,
|
December 31,
|
June 30,
|
|||||||||
Region
|
2014
|
2013
|
2013
|
|||||||||
Great Lakes
|
9,779
|
12,049
|
13,583
|
|||||||||
Mid-Atlantic
|
4,592
|
5,469
|
6,020
|
|||||||||
New England
|
4,308
|
5,056
|
5,498
|
|||||||||
North Central
|
9,058
|
11,225
|
13,339
|
|||||||||
Northeast
|
13,557
|
15,223
|
15,973
|
|||||||||
Pacific
|
6,898
|
8,313
|
10,499
|
|||||||||
Plains
|
2,498
|
3,156
|
3,311
|
|||||||||
South Central
|
9,449
|
11,606
|
12,597
|
|||||||||
Southeast
|
25,277
|
31,231
|
36,285
|
|||||||||
Total
|
85,416
|
103,328
|
117,105
|
|||||||||
|
||||||||||||
Primary Loss Reserves
|
||||||||||||
(In millions)
|
||||||||||||
|
June 30,
|
December 31,
|
June 30,
|
|||||||||
Region
|
2014
|
2013
|
2013
|
|||||||||
Great Lakes
|
$
|
162
|
$
|
206
|
$
|
266
|
||||||
Mid-Atlantic
|
119
|
123
|
144
|
|||||||||
New England
|
127
|
139
|
159
|
|||||||||
North Central
|
238
|
313
|
423
|
|||||||||
Northeast
|
450
|
417
|
348
|
|||||||||
Pacific
|
306
|
360
|
497
|
|||||||||
Plains
|
39
|
53
|
60
|
|||||||||
South Central
|
153
|
192
|
251
|
|||||||||
Southeast
|
723
|
849
|
1,015
|
|||||||||
Total before IBNR and LAE
|
$
|
2,317
|
$
|
2,652
|
$
|
3,163
|
||||||
IBNR and LAE
|
174
|
182
|
171
|
|||||||||
Total
|
$
|
2,491
|
$
|
2,834
|
$
|
3,334
|
Regions contain the states as follows:
|
|
Great Lakes: IN, KY, MI, OH
|
Pacific: CA, HI, NV, OR, WA
|
Mid-Atlantic: DC, DE, MD, VA, WV
|
Plains: IA, ID, KS, MT, ND, NE, SD, WY
|
New England: CT, MA, ME, NH, RI, VT
|
South Central: AK, AZ, CO, LA, NM, OK,
|
North Central: IL, MN, MO, WI
|
TX, UT
|
Northeast: NJ, NY, PA
|
Southeast: AL, AR, FL, GA, MS, NC, SC, TN
|
(In millions)
|
June 30,
|
December 31,
|
June 30,
|
|||||||||
|
2014 |
2013
|
2013
|
|||||||||
Flow
|
$
|
1,626
|
$
|
1,911
|
$
|
2,345
|
||||||
Bulk
|
691
|
741
|
818
|
|||||||||
Total primary reserves
|
$
|
2,317
|
$
|
2,652
|
$
|
3,163
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Florida
|
$
|
55,835
|
$
|
52,183
|
$
|
54,854
|
$
|
53,441
|
||||||||
Illinois
|
47,432
|
48,136
|
47,766
|
48,524
|
||||||||||||
California
|
76,544
|
83,550
|
78,786
|
85,447
|
||||||||||||
Maryland
|
66,593
|
73,890
|
67,257
|
72,949
|
||||||||||||
Ohio
|
31,468
|
30,433
|
31,436
|
30,988
|
||||||||||||
All other states
|
40,677
|
40,676
|
40,949
|
41,561
|
||||||||||||
|
||||||||||||||||
All states
|
$
|
45,531
|
$
|
45,340
|
$
|
45,728
|
$
|
46,403
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
||||||||||
Total insurance in force
|
$
|
167,610
|
$
|
165,310
|
$
|
162,500
|
||||||
Prime (FICO 620 & >)
|
170,170
|
167,660
|
164,480
|
|||||||||
A-Minus (FICO 575-619)
|
127,100
|
127,280
|
127,920
|
|||||||||
Subprime (FICO < 575)
|
118,260
|
118,510
|
119,210
|
|||||||||
Reduced doc (All FICOs)(1)
|
182,310
|
183,050
|
183,740
|
Primary average loan size
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
|||||||||
Florida
|
$
|
175,404
|
$
|
172,869
|
$
|
171,001
|
||||||
Illinois
|
155,054
|
154,694
|
153,968
|
|||||||||
California
|
282,778
|
282,660
|
282,107
|
|||||||||
Maryland
|
238,339
|
236,840
|
234,918
|
|||||||||
Ohio
|
126,249
|
124,709
|
122,897
|
|||||||||
All other states
|
162,453
|
160,049
|
157,033
|
Net paid claims (In millions) | ||||||||||||||||
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Prime (FICO 620 & >)
|
$
|
191
|
$
|
292
|
$
|
419
|
$
|
621
|
||||||||
A-Minus (FICO 575-619)
|
33
|
47
|
72
|
96
|
||||||||||||
Subprime (FICO < 575)
|
10
|
14
|
21
|
28
|
||||||||||||
Reduced doc (All FICOs)(1)
|
43
|
57
|
89
|
113
|
||||||||||||
Pool (2)
|
24
|
30
|
48
|
57
|
||||||||||||
Other
|
-
|
2
|
-
|
2
|
||||||||||||
Direct losses paid
|
301
|
442
|
649
|
917
|
||||||||||||
Reinsurance
|
(8
|
)
|
(18
|
)
|
(20
|
)
|
(33
|
)
|
||||||||
Net losses paid
|
293
|
424
|
629
|
884
|
||||||||||||
Net LAE paid
|
7
|
9
|
14
|
18
|
||||||||||||
Net losses and LAE paid before terminations
|
300
|
433
|
643
|
902
|
||||||||||||
Reinsurance terminations
|
-
|
-
|
-
|
(3
|
)
|
|||||||||||
Net losses and LAE paid
|
$
|
300
|
$
|
433
|
$
|
643
|
$
|
899
|
Paid Claims by state (In millions)
|
||||||||||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Florida
|
$
|
69
|
$
|
71
|
$
|
144
|
$
|
142
|
||||||||
Illinois
|
22
|
37
|
50
|
74
|
||||||||||||
California
|
12
|
41
|
32
|
94
|
||||||||||||
Maryland
|
13
|
11
|
28
|
23
|
||||||||||||
Ohio
|
10
|
15
|
22
|
32
|
||||||||||||
Washington
|
10
|
17
|
21
|
37
|
||||||||||||
Pennsylvania
|
10
|
11
|
20
|
21
|
||||||||||||
New Jersey
|
9
|
6
|
19
|
12
|
||||||||||||
Michigan
|
7
|
16
|
18
|
34
|
||||||||||||
Georgia
|
8
|
17
|
17
|
35
|
||||||||||||
New York
|
7
|
4
|
14
|
8
|
||||||||||||
Arizona
|
6
|
16
|
13
|
34
|
||||||||||||
North Carolina
|
5
|
9
|
13
|
19
|
||||||||||||
Nevada
|
6
|
12
|
12
|
27
|
||||||||||||
Wisconsin
|
5
|
11
|
12
|
22
|
||||||||||||
All other states
|
78
|
116
|
166
|
244
|
||||||||||||
|
$
|
277
|
$
|
410
|
$
|
601
|
$
|
858
|
||||||||
Other (Pool, LAE, Reinsurance)
|
23
|
23
|
42
|
41
|
||||||||||||
Net losses and LAE paid
|
$
|
300
|
$
|
433
|
$
|
643
|
$
|
899
|
Primary default inventory by state
|
||||||||||||
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
|||||||||
Florida
|
11,392
|
14,685
|
18,201
|
|||||||||
Illinois
|
4,941
|
6,167
|
7,593
|
|||||||||
California
|
3,036
|
3,656
|
4,780
|
|||||||||
Maryland
|
2,315
|
2,791
|
3,048
|
|||||||||
Ohio
|
4,155
|
5,055
|
5,620
|
|||||||||
Washington
|
1,623
|
1,986
|
2,479
|
|||||||||
Pennsylvania
|
4,654
|
5,449
|
5,736
|
|||||||||
New Jersey
|
4,240
|
4,646
|
4,963
|
|||||||||
Michigan
|
2,611
|
3,284
|
3,755
|
|||||||||
Georgia
|
2,863
|
3,515
|
4,014
|
|||||||||
New York
|
4,663
|
5,128
|
5,274
|
|||||||||
Arizona
|
932
|
1,195
|
1,516
|
|||||||||
North Carolina
|
2,311
|
2,886
|
3,243
|
|||||||||
Nevada
|
972
|
1,189
|
1,559
|
|||||||||
Wisconsin
|
1,792
|
2,176
|
2,522
|
|||||||||
All other states
|
32,916
|
39,520
|
42,802
|
|||||||||
|
85,416
|
103,328
|
117,105
|
|
June 30,
|
December 31,
|
June 30,
|
|||||||||
2014
|
2013
|
2013
|
||||||||||
Flow
|
63,308
|
77,851
|
89,822
|
|||||||||
Bulk
|
22,108
|
25,477
|
27,283
|
|||||||||
|
85,416
|
103,328
|
117,105
|
|
||||||||||||
Policy year:
|
June 30,
2014
|
December 31,
2013
|
June 30,
2013
|
|||||||||
2003 and prior
|
8,266
|
10,584
|
11,959
|
|||||||||
2004
|
5,054
|
6,085
|
6,822
|
|||||||||
2005
|
7,596
|
9,217
|
10,498
|
|||||||||
2006
|
10,753
|
13,385
|
15,379
|
|||||||||
2007
|
22,990
|
28,350
|
33,676
|
|||||||||
2008
|
7,120
|
8,674
|
10,133
|
|||||||||
2009
|
650
|
749
|
802
|
|||||||||
2010
|
290
|
327
|
295
|
|||||||||
2011
|
219
|
243
|
179
|
|||||||||
2012
|
221
|
189
|
74
|
|||||||||
2013
|
138
|
48
|
5
|
|||||||||
2014
|
11
|
-
|
-
|
|||||||||
|
63,308
|
77,851
|
89,822
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
|
||||||||||||||||
Loss ratio
|
68.0
|
%
|
82.5
|
%
|
62.5
|
%
|
95.4
|
%
|
||||||||
Underwriting expense ratio
|
14.4
|
%
|
17.7
|
%
|
15.0
|
%
|
17.9
|
%
|
||||||||
Combined ratio
|
82.4
|
%
|
100.2
|
%
|
77.5
|
%
|
113.3
|
%
|
June 30,
|
December 31,
|
June 30,
|
||||||||||
2014
|
2013
|
2013
|
||||||||||
AAA
|
37
|
%
|
42
|
%
|
46
|
%
|
||||||
AA
|
17
|
%
|
17
|
%
|
17
|
%
|
||||||
A
|
30
|
%
|
27
|
%
|
27
|
%
|
||||||
BBB
|
16
|
%
|
14
|
%
|
10
|
%
|
||||||
Investment grade
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||
Below investment grade
|
-
|
-
|
-
|
|||||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
· | our investment portfolio (which is discussed in “Financial Condition” above), and interest income on the portfolio, |
· | premiums, net of reinsurance, that we will receive from our existing insurance in force as well as policies that we write in the future and |
· | amounts that we expect to recover from reinsurance agreements (which is discussed in “Results of Consolidated Operations – Reinsurance agreements” above). |
· | claim payments under MGIC’s mortgage guaranty insurance policies, |
· | $62 million of 5.375% Senior Notes due in November 2015, |
· | $345 million of 5% Convertible Senior Notes due in 2017, |
· | $500 million of 2% Convertible Senior Notes due in 2020, |
· | $390 million of 9% Convertible Junior Debentures due in 2063, |
· | interest on the foregoing debt instruments, and |
· | the other costs and operating expenses of our business. |
|
For the Six Months ended June 30,
|
|||||||
|
2014
|
2013
|
||||||
|
(In thousands)
|
|||||||
Total cash (used in) provided by:
|
||||||||
Operating activities
|
$
|
(282,357
|
)
|
$
|
(508,619
|
)
|
||
Investing activities
|
314,032
|
(1,078,396
|
)
|
|||||
Financing activities
|
(21,767
|
)
|
1,130,854
|
|||||
|
||||||||
Increase (decrease) in cash and cash equivalents
|
$
|
9,908
|
$
|
(456,161
|
)
|
· | $62 million in par value of 5.375% Senior Notes due in November 2015, with an annual interest cost of $3 million; |
· | $345 million in par value of 5% Convertible Senior Notes due in 2017, with an annual interest cost of $17 million; |
· | $500 million in par value of 2% Convertible Senior Notes due in 2020, with an annual interest cost of $10 million; and |
· | $390 million in par value of 9% Convertible Junior Debentures due in 2063, with an annual interest cost of $35 million. |
|
June 30,
2014
|
December 31,
2013
|
||||||
|
(In millions, except ratio)
|
|||||||
|
||||||||
Risk in force - net (1)
|
$
|
24,671
|
$
|
24,054
|
||||
|
||||||||
Statutory policyholders' surplus
|
$
|
1,499
|
$
|
1,521
|
||||
Statutory contingency reserve
|
121
|
-
|
||||||
|
||||||||
Statutory policyholders' position
|
$
|
1,620
|
$
|
1,521
|
||||
|
||||||||
Risk-to-capital
|
15.2:1
|
15.8:1
|
June 30,
|
December 31,
|
|||||||
|
2014
|
2013
|
||||||
|
(In millions, except ratio)
|
|||||||
|
||||||||
Risk in force - net (1)
|
$
|
30,158
|
$
|
29,468
|
||||
|
||||||||
Statutory policyholders' surplus
|
$
|
1,565
|
$
|
1,584
|
||||
Statutory contingency reserve
|
176
|
19
|
||||||
|
||||||||
Statutory policyholders' position
|
$
|
1,741
|
$
|
1,603
|
||||
|
||||||||
Risk-to-capital
|
17.3:1
|
18.4:1
|
Payments due by period
|
||||||||||||||||||||
Contractual Obligations (In millions):
|
Total
|
Less than
1 year |
1-3 years
|
3-5 years
|
More than
5 years |
|||||||||||||||
Long-term debt obligations
|
$
|
3,131
|
$
|
66
|
$
|
533
|
$
|
90
|
$
|
2,442
|
||||||||||
Operating lease obligations
|
3
|
1
|
1
|
1
|
-
|
|||||||||||||||
Tax obligations
|
19
|
-
|
-
|
19
|
-
|
|||||||||||||||
Purchase obligations
|
3
|
2
|
1
|
-
|
-
|
|||||||||||||||
Pension, SERP and other post-retirement benefit plans
|
182
|
13
|
29
|
33
|
107
|
|||||||||||||||
Other long-term liabilities
|
2,676
|
1,311
|
1,177
|
188
|
-
|
|||||||||||||||
|
||||||||||||||||||||
Total
|
$
|
6,014
|
$
|
1,393
|
$
|
1,741
|
$
|
331
|
$
|
2,549
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1 A.
|
Risk Factors
|
· | Changes in the actual PMIERs adopted from the draft PMIERs may increase the amount of the MGIC’s Minimum Required Assets or reduce its Available Assets, with the result that the shortfall in Available Assets could increase; |
· | We may not obtain regulatory approval to transfer assets from MGIC’s regulated insurance affiliates to the extent we are assuming because regulators project higher losses than we project or require a level of capital be maintained in these companies higher than we are assuming; |
· | We may not be able to access the non-dilutive debt markets due to market conditions, concern about our creditworthiness, or other factors, in a manner sufficient to provide the funds we are assuming; |
· | We may not be able to achieve modifications in our existing reinsurance arrangements necessary to minimize the reduction in the credit for reinsurance under the draft PMIERs; and |
· | We may not be able to obtain additional reinsurance necessary to further reduce the Minimum Required Assets due to market capacity, pricing or other reasons. |
· | Genworth Mortgage Insurance Corporation, |
· | United Guaranty Residential Insurance Company, |
· | Radian Guaranty Inc., |
· | Arch Mortgage Insurance Company, |
· | Essent Guaranty, Inc., and |
· | National Mortgage Insurance Corporation. |
Item 6.
|
Exhibits
|
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
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed July 25, 2014)
|
|
|
|
|
Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
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")
|
|
|
|
|
|
Risk Factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, as supplemented by Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2014, and through updating of various statistical and other information
|
|
|
|
|
|
Second Amendment to Confidential Settlement Agreement and Release made as of June 5, 2014 between Mortgage Guaranty Insurance Corporation (“MGIC”) and Bank of America, N.A. (“BANA”), as successor to BAC Home Loans Servicing f/k/a Countrywide Home Loans Servicing LP, on its own behalf and as successor in interest by de jure merger to Countrywide Bank FSB, and for limited purposes Countrywide Home Loans, Inc. *
|
|
|
|
|
|
Fourth Amendment to Confidential Settlement Agreement and Release made as of May 19, 2014 among Mortgage Guaranty Insurance Corporation (“MGIC”), Countrywide Home Loans, Inc. (“CHL”) and Bank of America, N.A., in its capacity as master servicer or servicer of Subject Loans (as defined in the settlement agreement).
|
|
|
|
|
|
Fifth Amendment to Confidential Settlement Agreement and Release made as of June 5, 2014 among Mortgage Guaranty Insurance Corporation (“MGIC”), Countrywide Home Loans, Inc. (“CHL”) and Bank of America, N.A., in its capacity as master servicer or servicer of Subject Loans (as defined in the settlement agreement).*
|
|
|
|
|
101
|
|
The following financial information from MGIC Investment Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013, (iv) Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2014 and 2013, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013, and (vi) the Notes to Consolidated Financial Statements.
|
1. | I have reviewed this quarterly report on Form 10-Q of MGIC Investment Corporation; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 8, 2014
|
|
|
|
/s/ Curt S. Culver
|
|
Curt S. Culver
|
|
Chief Executive Officer
|
1. | I have reviewed this quarterly report on Form 10-Q of MGIC Investment Corporation; |
2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 8, 2014
|
|
|
|
/s/ Timothy J. Mattke
|
|
Timothy J. Mattke
|
|
Chief Financial Officer
|
|
(1) | the Quarterly Report on Form 10-Q of the Company for the three months ended June 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 8, 2014
|
|
|
|
/s/ Curt S. Culver
|
|
Curt S. Culver
|
|
Chief Executive Officer
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|
|
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/s/ Timothy J. Mattke
|
|
Timothy J. Mattke
|
|
Chief Financial Officer
|
|
· | Changes in the actual PMIERs adopted from the draft PMIERs may increase the amount of the MGIC’s Minimum Required Assets or reduce its Available Assets, with the result that the shortfall in Available Assets could increase; |
· | We may not obtain regulatory approval to transfer assets from MGIC’s regulated insurance affiliates to the extent we are assuming because regulators project higher losses than we project or require a level of capital be maintained in these companies higher than we are assuming; |
· | We may not be able to access the non-dilutive debt markets due to market conditions, concern about our creditworthiness, or other factors, in a manner sufficient to provide the funds we are assuming; |
· | We may not be able to achieve modifications in our existing reinsurance arrangements necessary to minimize the reduction in the credit for reinsurance under the draft PMIERs; and |
· | We may not be able to obtain additional reinsurance necessary to further reduce the Minimum Required Assets due to market capacity, pricing or other reasons. |
· | lenders using government mortgage insurance programs, including those of the FHA and the Veterans Administration, |
· | lenders and other investors holding mortgages in portfolio and self-insuring, |
· | investors (including the GSEs) using risk mitigation techniques other than private mortgage insurance, such as obtaining insurance from non-mortgage insurers and engaging in credit-linked note transactions executed in the capital markets; using other risk mitigation techniques in conjunction with reduced levels of private mortgage insurance coverage; or accepting credit risk without credit enhancement, and |
· | lenders originating mortgages using piggyback structures to avoid private mortgage insurance, such as a first mortgage with an 80% loan-to-value ratio and a second mortgage with a 10%, 15% or 20% loan-to-value ratio (referred to as 80-10-10, 80-15-5 or 80-20 loans, respectively) rather than a first mortgage with a 90%, 95% or 100% loan-to-value ratio that has private mortgage insurance. |
· | the level of private mortgage insurance coverage, subject to the limitations of the GSEs’ charters (which may be changed by federal legislation), 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 mortgage insurance, |
· | whether the GSEs influence the mortgage lender’s selection of the mortgage insurer providing coverage and, if so, any transactions that are related to that selection, |
· | the underwriting standards that determine what 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, |
· | the extent to which the GSEs intervene in mortgage insurers’ rescission practices or rescission settlement practices with lenders. For additional information, see our risk factor titled “We are involved in legal proceedings and are subject to the risk of additional legal proceedings in the future,” and |
· | the maximum loan limits of the GSEs in comparison to those of the FHA and other investors. |
· | restrictions on mortgage credit due to more stringent underwriting standards, liquidity issues and risk-retention requirements associated with non-QRM loans affecting lenders, |
· | the level of home mortgage interest rates and the deductibility of mortgage interest for income tax purposes, |
· | the health of the domestic economy as well as conditions in regional and local economies, |
· | housing affordability, |
· | population trends, including the rate of household formation, |
· | the rate of home price appreciation, which in times of heavy refinancing can affect whether refinanced loans have loan-to-value ratios that require private mortgage insurance, and |
· | government housing policy encouraging loans to first-time homebuyers. |
· | Genworth Mortgage Insurance Corporation, |
· | United Guaranty Residential Insurance Company, |
· | Radian Guaranty Inc., |
· | Arch Mortgage Insurance Company, |
· | Essent Guaranty, Inc., and |
· | National Mortgage Insurance Corporation. |
· | the level of current mortgage interest rates compared to the mortgage coupon rates on the insurance in force, which affects the vulnerability of the insurance in force to refinancings, and |
· | mortgage insurance cancellation policies of mortgage investors along with the current value of the homes underlying the mortgages in the insurance in force. |
1. | Definitions. The following definitions are added or amended in Section 1 of the Settlement Agreement: |
a. | Section 1(h) is amended by adding the following sentence at the end of the definition: “Illustrative examples of the calculation of the Bank of America Share are provided on Exhibit N.” |
b. | Section 1(qqq) is amended and restated as follows: ““Settlement Percentage” means the following percentages with respect to each of the designated loans: (i) [***] with respect to each of the GSE/HFI Loans and CHL/GSE Loans, (ii) [***] with respect to each of the Countrywide PLS Loans, and (iii) [***] with respect to each of the Third Party PLS/Other Loans, for, among other things, payment of Perfected Claims pursuant to Section 10(c).” |
c. | The following Section 1(cccc) is added: ““Additional GSE Consents” means written consent from each of the GSEs pursuant to Section 4(f).” |
d. | The following Section 1(dddd) is added: ““CHL/GSE Loans” means those loans identified as CHL/GSE Loans on any of the Schedules.” |
e. | The following Section 1(eeee) is added: ““CHL/GSE Reimbursement Amount” means the product of (x) one minus the applicable Settlement Percentage and (y) the aggregate amount of Recently Paid Loans for the CHL/GSE Loans that are Class 2 GSE Loans, calculated as of the CHL/GSE/PLS Implementation Date.” |
f. | The following Section 1(ffff) is added: ““CHL/GSE/PLS Implementation Date” means a date mutually agreed upon by the Parties that occurs on the last day of a month on or before the later of (i) ninety (90) days after the entry of orders dismissing the Arbitration Action as to the CHL/GSE/PLS Loans pursuant to Section 6(g) and (ii) October 31, 2014.” |
g. | The following Section 1(gggg) is added: ““CHL/GSE/PLS Loans” means the CHL/GSE Loans and the CHL/PLS Loans.” |
h. | The following Section 1(hhhh) is added: ““CHL/GSE/PLS Reimbursement Payment” means the product of (x) one minus the applicable Settlement Percentage and (y) the aggregate amount of Recently Paid Loans for the CHL/GSE Loans that are Class 1 GSE Loans and HFI Loans, the Countrywide PLS Loans, and the Third Party PLS/Other Loans, calculated as of the CHL/GSE/PLS Implementation Date, to be paid by Bank of America as set forth in Section 2(g).” |
i. | The following Section 1(iiii) is added: ““CHL/GSE/PLS Signing Date” means the date the Second Amendment is made, as specified in the Preamble to the Second Amendment.” |
j. | The following Section 1(jjjj) is added: ““CHL/GSE/PLS Terminated Provisions” means Sections 1(b), 1(e), 1(f), 1(h), 1(l), 1(n), 1(u), 2, 3, 5 through 7, 9, and 10(b) and 10(d) of the Second Amendment.” |
k. | The following Section 1(kkkk) is added: ““CHL/PLS Agreement” means the Confidential Settlement Agreement and Release, dated as of April 19, 2013, as amended, by and among MGIC, CHL, and BANA, in its capacity as master servicer or servicer.” |
l. | The following Section 1(llll) is added: ““CHL/PLS Denial Settlement Payment” means the amount of [***], to be paid by MGIC as set forth in Section 2(f).” |
m. | The following Section 1(mmmm) is added: ““CHL/PLS Loans” means those loans that are designated as Countrywide PLS Loans or Third Party PLS/Other Loans on any of the Schedules, which were previously identified on Schedules 1 through 9 to the CHL/PLS Agreement, and which shall be treated as Class 1 GSE Loans for all purposes of this Settlement Agreement.” |
n. | The following Section 1(oooo) is added: ““CHL/PLS Settlement Payment” means the amount of [***] (calculated by the amount of [***] less [***] (the proportional amount of the premium refund checks associated with CHL/PLS Loans that are identified on Supplemental Schedule 2) to be paid by MGIC as set forth in Section 2(f).” |
o. | The following Section 1(pppp) is added: ““Countrywide PLS Loans” means those loans identified as Countrywide PLS Loans on any of the Schedules.” |
p. | The following Section 1(qqqq) is added: [***] |
q. | The following Section 1(rrrr) is added: ““Schedules” means the schedules to this Settlement Agreement (i) identified in Section 18 as of the Signing Date, as updated pursuant to Section 3(a), and as finalized with respect to the Initial Implementation Date pursuant to Section 3(b), (ii) as supplemented by the Supplemental Schedules, and (iii) as may be restated by agreement of the Parties following the CHL/GSE/PLS Implementation Date by combining the schedules referenced in the foregoing clauses (i) and (ii) .” |
r. | The following Section 1(ssss) is added: ““Second Amendment” means the Second Amendment, dated as of June 5, 2014, to this Settlement Agreement.” |
s. | The following Section 1(tttt) is added: ““Supplemental Schedules” means the Supplemental Schedules 1 through 9 attached to the Second Amendment as of the CHL/GSE/PLS Signing Date, as updated pursuant to Section 3(a), and thereafter as finalized as of the CHL/GSE/PLS Implementation Date pursuant to Section 3(b).” |
t. | The following Section 1(uuuu) is added: ““Third Party PLS/Other Loans” means those loans identified as Third Party PLS/Other Loans on any of the Schedules.” |
u. | Each of the definitions of “Covered Loans,” “Past Coverage Determination Loans,” “Past Paid Loans,” “Pending Rescission Loans,” “Recently Denied Loans,” “Recently Paid Loans,” “Recently Rescinded Loans,” “Subject Loan,” and “True-Up Loans” is amended by (i) adding the characters “(x)” before the words “listed on Schedule”, (ii) adding the words “, (y) as listed on Supplemental Schedule [insert corresponding Supplemental Schedule number]” after “and as finalized with respect to the Initial Implementation Date pursuant to Section 3(b),”, and (iii) adding the words “, or (z) as listed on Schedule [insert corresponding Schedule number] as such combined Schedule and Supplemental Schedule may be restated by agreement of the Parties following the CHL/GSE/PLS Implementation Date.” at the end of the definition. |
2. | CHL/PLS Settlement Payment, CHL/PLS Denial Settlement Payment and CHL/GSE/PLS Reimbursement Payment. |
a. | Section 2(f) is added as follows: “(f) Payment of the CHL/PLS Settlement Payment and the CHL/PLS Denial Settlement Payment. Within five (5) business days after the finalization of the Supplemental Schedules following the CHL/GSE/PLS Implementation Date, MGIC shall pay to Fannie Mae the CHL/PLS Settlement Payment and the CHL/PLS Denial Settlement Payment.” |
b. | Section 2(g) is added as follows: “(g) Payment of the CHL/GSE/PLS Reimbursement Payment. Within five (5) business days after finalization of the Supplemental Schedules following the CHL/GSE/PLS Implementation Date, Bank of America shall pay to MGIC the CHL/GSE/PLS Reimbursement Payment.” |
3. | Continuing Reconciliation; Finalizing Supplemental Schedules; Manifest Error; Subject Loans Reports; Bank of America Share Reports. Section 3(f) is added as follows: “Sections 3(a)-(e) shall apply to the CHL/GSE/PLS Loans as follows: (i) references to the Signing Date shall mean the CHL/GSE/PLS Signing Date, provided that the first Monthly Loan Report pursuant to Section 3(a)(i) shall update and supplement the changes between January 1, 2013 and the end of the month following the CHL/GSE/PLS Signing Date; (ii) references to the Initial Implementation Date shall mean the CHL/GSE/PLS Implementation Date; (iii) neither Party will cause or permit any CHL/PLS Loan to be designated or treated as an HFI or Class 2 GSE Loan pursuant to Section 3 or otherwise; (iv) for purposes of Section 3(d), the CHL/GSE/PLS Loans will be included on the Subject Loan Reports only on and after the CHL/GSE/PLS Implementation Date; and (v) for purposes of Section 3(e), the CHL/GSE/PLS Loans that are treated as Class 1 GSE Loans will be included on Bank of America Share Reports only on and after the CHL/GSE/PLS Implementation Date.” |
4. | Additional GSE Consents. |
a. | Section 4(e) is amended and restated as follows: |
5. | Dismissal of Arbitration Action and Litigation Action. Section 6(g) is added as follows: |
6. | Compensation for Recently Paid Loans. Section 7(c) is added as follows: “Section 7(b) of the Settlement Agreement applies to the compensation of MGIC for the CHL/GSE Loans that are Class 2 GSE Loans, in the same manner and process applied to the Class 2 GSE Loans in connection with the Initial Implementation Date, provided that (i) the credits and payments with respect to the CHL/GSE Loans will begin ten (10) business days after the Supplemental Schedules have been finalized with respect to the CHL/GSE/PLS Loans for the CHL/GSE/PLS Implementation Date, (ii) references to the Reimbursement Amount shall mean the CHL/GSE Reimbursement Amount, and (iii) Bank of America shall pay any shortfall pursuant to Section 7(b)(iii) within five (5) days after the finalization of the Supplemental Schedules following the CHL/GSE/PLS Implementation Date.” |
7. | Recently Rescinded Loans and Pending Rescission Loans; Perfection and Processing of Certain Claims; Perfection of Claims and Payment of Perfected Claims; MGIC Account; Request for Additional Documents; Delivery of Documents to Bank of America. Section 10(h) is added as follows: “(h) CHL/GSE/PLS Loans. Section 10 of the Settlement Agreement shall apply to the CHL/GSE/PLS Loans as follows: (i) the references to the Initial Implementation Date shall mean the CHL/GSE/PLS Implementation Date, except that the references to the Initial Implementation Date in Sections 10(d)(i)-(ii) shall mean the Initial Implementation Date, and (ii) Section 10(h) applies to the CHL/GSE/PLS Loans only on and after the CHL/GSE/PLS Implementation Date.” |
8. | Alternative Dispute Resolution. Section 11(f) is added as follows: “Section 11 of the Settlement Agreement shall apply to the CHL/GSE/PLS Loans as follows: (i) Sections 11(a), 11(b), and 11(d) apply only on and after the CHL/GSE/PLS Implementation Date and (ii) Section 11(c) applies only on and after the CHL/GSE/PLS Signing Date.” |
9. | Indemnification. Section 15(b)(i) is amended by adding [***] before the words [***] and adding [***]. |
10. | Additional Matters with Respect to the CHL/GSE/PLS Loans. |
a. | Each of the CHL/GSE/PLS Loans added to the Supplemental Schedules on the CHL/GSE/PLS Signing Date shall be deemed to have been included on the Schedules as of the Signing Date, except as otherwise specified in this Second Amendment. In the event that either Party terminates the CHL/GSE/PLS Terminated Provisions, each of the CHL/GSE/PLS Loans shall be removed from the Schedules as of the date of such termination. |
b. | On and after the CHL/GSE/PLS Implementation Date, Section 12 (Effect of Certain Action by the OCI) shall apply to the CHL/GSE/PLS Loans without modification and Section 15 (Indemnification) shall apply to the CHL/GSE/PLS Loans as modified in this Second Amendment. |
c. | On and after the CHL/GSE/PLS Signing Date, Section 16 (Confidentiality), Section 17 (Notices and Payments), Section 18 (Schedules and Exhibits), and Section 19 (Miscellaneous) shall apply to the CHL/GSE Loans without modification. |
d. | For the avoidance of doubt, Sections 2(a)-(e) (Settlement Payment, Denial Settlement Payment, and Reimbursement Payment; Establishing Escrow; Effect of Deposits into Escrow Accounts; Security Interest), Sections 4(b)-(e) (Required Consents), Section 6(a) (Dismissal of Arbitration Action and Litigation Action—Required Consents), Section 7(a) (Compensation for Recently Paid Loans—Updating Reimbursement Payment for Class 1 GSE Loans and HFI Loans), and Section 8 (Disbursements from the Escrow Accounts) do not apply with respect to the CHL/GSE/PLS Loans. |
11. | MGIC Account. Section 10(d)(iv) is added as follows: “On and after the Implementation Date [***], the MGIC Account (as defined in this Settlement Agreement) [***], including Bank of America’s obligation to make deposits and replenish the funds necessary to reimburse MGIC under this Settlement Agreement [***], Bank of America’s delivery of reports regarding the MGIC Account and MGIC’s access to the MGIC Account, and the resolution of any Payment Dispute [***]; provided that (A) the required minimum balance of the MGIC Account shall be adjusted annually [***], (B) Bank of America shall deliver reports [***], and the funds remaining in the MGIC Account shall be disbursed [***].” |
12. | Supplemental Schedules and Exhibits. The following is added to Section 18 at the end: “This Settlement Agreement includes (i) Supplemental Schedules and (ii) Exhibit N (“Illustrative Settlement Percentage Claim Payment and Bank of America Share Calculations”), each as of the Signing Date of this Settlement Agreement.” |
13. | Affirmance. The Parties hereby affirm all other terms, provisions, and conditions of the Settlement Agreement, as amended, which is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. All references in the Settlement Agreement to the Settlement Agreement shall mean the Settlement Agreement as amended by the Amendment dated September 24, 2013 and this Second Amendment. |
14. | Governing Law. This Second Amendment and any Cause of Action arising under or related to this Second Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the law of conflicts. |
15. | Interpretation. This Second Amendment shall not be construed against any Party, but shall be construed as if the Parties jointly prepared the Second Amendment and any uncertainty and ambiguity shall not be interpreted against any one Party. |
16. | Severability. If any provision of this Second Amendment is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Second Amendment shall remain in full force and effect and shall be binding upon the Parties. |
17. | Representations and Warranties. Each of the Parties (and for purposes of this Section 17, CHL is included as a Party) represents that: (1) it has full power and authority to execute and deliver this Second Amendment and to perform its obligations under the Second Amendment; (2) it has taken all necessary corporate action to authorize the execution and delivery of this Second Amendment and the performance of its duties and obligations contemplated hereby, (3) none of such execution, delivery, or performance of this Second Amendment and the transactions contemplated hereby: (A) conflicts with the obligations of such Party under any material agreement binding upon it; (B) requires any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental authority, agency or instrumentality, or any third party, except for (i) any authorization, consent, approval, registration, declaration, filing, or notice that has been obtained or given prior to the date hereof and (ii) the Additional GSE Consents; (C) results in, or requires, the creation or imposition of any lien or other charge upon or with respect to any of the assets now owned or hereafter acquired by a Party, and (4) this Second Amendment, upon execution and delivery, is a valid and binding agreement, enforceable against it in accordance with the terms of the Settlement Agreement, as amended by this Second Amendment, subject to applicable bankruptcy, insolvency, reorganization, moratorium, insurers’ rehabilitation and liquidation, and other similar laws affecting creditor’s rights generally and general principles of equity. |
18. | Counterparts. This Second Amendment may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with the other signed counterparts, shall constitute one agreement, which shall be binding upon and effective as to all Parties. Signatures of the Parties transmitted by fax or .pdf shall be deemed to be their original signatures for all purposes. |
MORTGAGE GUARANTY INSURANCE CORPORATION
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
/s/ Patrick Sinks
|
|
/s/ John S. Cousins
|
|
Name: Patrick Sinks
|
|
Name: John S. Cousins
|
|
Title: President and Chief Operating Officer
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
COUNTRYWIDE HOME LOANS, INC.
|
|
|
|
|
|
|
|
/s/ Michael Schloessmann
|
|
|
|
Name: Michael Schloessmann
|
|
|
|
Title: President
|
|
Percentage Guaranty Option (30%)
|
Pre-Claim Sale Option
|
Property Acquisition Settlement Option
|
||||||||||||||||||||||
|
Standard
|
Settlement
Percentage Claim
Payment
|
Standard
|
Settlement
Percentage Claim
Payment
|
Standard
|
Settlement
Percentage Claim
Payment
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Unpaid Principal Balance
|
200,000
|
200,000
|
200,000
|
200,000
|
200,000
|
200,000
|
||||||||||||||||||
Interest
|
10,000
|
10,000
|
10,000
|
10,000
|
10,000
|
10,000
|
||||||||||||||||||
Expenses
|
10,000
|
10,000
|
10,000
|
10,000
|
10,000
|
10,000
|
||||||||||||||||||
Interest Since Claim Filing
|
1,000
|
1,000
|
||||||||||||||||||||||
Adjusted Claim Amount (After corrections and curtailments)
|
220,000
|
220,000
|
220,000
|
220,000
|
221,000
|
221,000
|
||||||||||||||||||
Less: Net Sales Proceeds
|
(180,000)
|
(180,000)
|
||||||||||||||||||||||
Plus: Interest to sale closing
|
10,000
|
10,000
|
||||||||||||||||||||||
Plus: Post Claim Expenses
|
5,000
|
5,000
|
||||||||||||||||||||||
Claim Benefit Amount
|
66,000
|
66,000
|
50,000
|
50,000
|
226,000
|
226,000
|
||||||||||||||||||
Settlement Percentage (%) **
|
[***]
|
[***]
|
[***]
|
|||||||||||||||||||||
Settlement Percentage Reduction (the Bank of America Share)
|
[***]
|
[***]
|
[***]
|
|||||||||||||||||||||
Settlement Percentage Claim Payment
|
[***]
|
[***]
|
[***]
|
1.
|
Other Consents. The second sentence of Section 5(a) is amended and restated as follows: “The Parties will cooperate with each other in seeking to obtain Other Consents, which shall be obtained (or not) by October 31, 2014, provided that the Parties may agree in writing to extend the time period for obtaining Other Consents.”
|
2.
|
Termination of Settlement Agreement for Failure to Obtain Other Consent. Sections 5(c)(i) and (ii) are amended and restated as follows:
|
3.
|
Settlement Agreement. The Parties hereby affirm all other terms, provisions, and conditions of the Settlement Agreement. All references in the Settlement Agreement to the Settlement Agreement shall mean the Settlement Agreement as amended by all Amendments.
|
4.
|
Governing Law. This Amendment and any Cause of Action arising under or related to this Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the law of conflicts.
|
5.
|
Interpretation. This Amendment shall not be construed against any Party, but shall be construed as if the Parties jointly prepared the Amendment and any uncertainty and ambiguity shall not be interpreted against any one Party.
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6.
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Severability. If any provision of this Amendment is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Amendment shall remain in full force and effect and shall be binding upon the Parties.
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7.
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Representations and Warranties. Each of the Parties represents that: (1) it has full power and authority to execute and deliver this Amendment and to perform its obligations under the Amendment; (2) it has taken all necessary corporate action to authorize the execution and delivery of this Amendment and the performance of its duties and obligations contemplated hereby; (3) none of such execution, delivery, or performance of this Amendment and the transactions contemplated hereby: (A) conflicts with the obligations of such Party under any material agreement binding upon it; (B) requires any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental authority, agency or instrumentality, or any third party, except for (x) filing with the appropriate periodic report with the Securities and Exchange Commission and (y) any authorization, consent, approval, registration, declaration, filing, or notice that has been obtained or given prior to the date hereof; (C) results in, or requires, the creation or imposition of any lien or other charge upon or with respect to any of the assets now owned or hereafter acquired by a Party; and (4) this Amendment, upon execution and delivery, is a valid and binding agreement, enforceable against it in accordance with the terms of the Settlement Agreement, as amended by this Amendment, subject to applicable bankruptcy, insolvency, reorganization, moratorium, insurers’ rehabilitation and liquidation, and other similar laws affecting creditor’s rights generally and general principles of equity.
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8.
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Counterparts. This Amendment may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with the other signed counterparts, shall constitute one agreement, which shall be binding upon and effective as to all Parties. Signatures of the Parties transmitted by fax or .pdf shall be deemed to be their original signatures for all purposes.
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MORTGAGE GUARANTY INSURANCE CORPORATION
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COUNTRYWIDE HOME LOANS, INC.
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||||
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||||
/s/ Timothy J. Mattke
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/s/ Michael Schloessmann
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||
Name:
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Timothy J. Mattke
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Name:
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Michael Schloessmann
|
||
Title:
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EVP – Chief Financial Officer
|
Title:
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President
|
||
BANK OF AMERICA, N.A., as Master Servicer or Servicer
|
|||||
/s/ John (Josh) Cousins
|
|||||
Name:
|
John (Josh) Cousins
|
||||
Title:
|
Senior Vice President
|
1. | Definitions. The following definitions are amended or added in Section 1 of the Settlement Agreement: |
a. | Section 1(u) is amended by deleting the current section and replacing it as follows: |
b. | Section 1(kkk) is amended by deleting the current section and replacing it as follows: |
c. | The following Section 1(aaaa) is added: ““CHL/PLS Loans” means the Countrywide PLS Loans and Third Party PLS/Other Loans listed on Attachment A to the Fifth Amendment.” |
d. | The following Section 1(bbbb) is added: ““Fifth Amendment” means the Fifth Amendment, dated as of June 5, 2014, to the Settlement Agreement.” |
e. | The following Section 1(cccc) is added: ““Fifth Amendment Signing Date” means the date the Fifth Amendment is made, as specified in the Preamble to the Fifth Amendment.” |
f. | The following Section 1(dddd) is added: ““Refund Payment” means the amount of [***] to be paid to MGIC pursuant to Section 8(f).” |
g. | Each of the definitions of “Covered Loans,” “Past Coverage Determination Loans,” “Pending Rescission Loans,” “Recently Denied Loans,” “Recently Paid Loans,” “Recently Rescinded Loans,” “Subject Loan,” and “True-Up Loans” is amended by adding the following at the end of each definition “provided that the CHL/PLS Loans shall be removed from the corresponding Schedule effective as of the Fifth Amendment Signing Date.” |
2. | Reduction of Settlement Payment to Reflect Removal of CHL/PLS Loans. |
a. | Section 2(a)(i)(A) is amended by deleting the current section and replacing it as follows: |
b. | Section 8(f) is added as follows: |
c. | Section 2(e)(iv) is added as follows: |
3. | Failure to Obtain Certain Consents. Section 4(g) is added as follows: |
4. | Corrections to the Settlement Agreement. |
a. | The reference in the twelfth line of Section 4(f) to “this Section 4(e)” is amended and replaced with the words “this Section 4(f).” |
b. | The reference in Section 5(c)(iii) to “Section 4(d)” is amended and replaced with the words “Section 4(f).” |
5. | Settlement Agreement. The Parties hereby affirm all other terms, provisions, and conditions of the Settlement Agreement, as amended, which is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. All references in the Settlement Agreement to the Settlement Agreement shall mean the Settlement Agreement as amended by all Amendments. |
6. | Governing Law. This Fifth Amendment and any Cause of Action arising under or related to this Fifth Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the law of conflicts. |
7. | Interpretation. This Fifth Amendment shall not be construed against any Party, but shall be construed as if the Parties jointly prepared the Fifth Amendment and any uncertainty and ambiguity shall not be interpreted against any one Party. |
8. | Severability. If any provision of this Fifth Amendment is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Fifth Amendment shall remain in full force and effect and shall be binding upon the Parties. |
9. | Representations and Warranties. Each of the Parties represents that: (1) it has full power and authority to execute and deliver this Fifth Amendment and to perform its obligations under the Fifth Amendment; (2) it has taken all necessary corporate action to authorize the execution and delivery of this Fifth Amendment and the performance of its duties and obligations contemplated hereby; (3) none of such execution, delivery, or performance of this Fifth Amendment and the transactions contemplated hereby: (A) conflicts with the obligations of such Party under any material agreement binding upon it; (B) requires any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental authority, agency or instrumentality, or any third party, except for (x) filing with the appropriate periodic report with the Securities and Exchange Commission and (y) any authorization, consent, approval, registration, declaration, filing, or notice that has been obtained or given prior to the date hereof; (C) results in, or requires, the creation or imposition of any lien or other charge upon or with respect to any of the assets now owned or hereafter acquired by a Party; and (4) this Fifth Amendment, upon execution and delivery, is a valid and binding agreement, enforceable against it in accordance with the terms of the Settlement Agreement, as amended by this Fifth Amendment, subject to applicable bankruptcy, insolvency, reorganization, moratorium, insurers’ rehabilitation and liquidation, and other similar laws affecting creditor’s rights generally and general principles of equity. |
10. | Counterparts. This Fifth Amendment may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with the other signed counterparts, shall constitute one agreement, which shall be binding upon and effective as to all Parties. Signatures of the Parties transmitted by fax or .pdf shall be deemed to be their original signatures for all purposes. |
MORTGAGE GUARANTY INSURANCE CORPORATION
|
|
COUNTRYWIDE HOME LOANS, INC.
|
|||
|
|
|
|
|
|
By:
|
/s/ Patrick Sinks
|
|
By:
|
/s/ Michael Schloessmann
|
|
Name: Patrick Sinks
|
|
Name: Michael Schloessmann
|
|||
Title: President and Chief Operating Officer
|
|
Title: President
|
|||
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., as Master Servicer or Servicer
|
||
|
|
|
By:
|
/s/ John S. Cousins
|
|
|
|
|
Name: John S. Cousins
|
||
|
|
|
Title: Senior Vice President
|
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