10-Q
RADIAN GROUP INC (RDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
_____________________________
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
Commission File Number 1-11356
_______________________________

Radian Group Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 23-2691170 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
550 East Swedesford Road, Suite 350, Wayne, PA 19087
(Address of principal executive offices) (Zip Code)
(215) 231-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | RDN | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 157,425,863 shares of common stock, $0.001 par value per share, outstanding on August 2, 2023.
Table of Contents
| Page | ||
|---|---|---|
| Glossary of Abbreviations and Acronyms for Selected References | 3 | |
| Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions | 7 | |
| PART I—FINANCIAL INFORMATION | ||
| Item 1 | Financial Statements (Unaudited) | 9 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 66 |
| Item 4 | Controls and Procedures | 66 |
| PART II—OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 66 |
| Item 1A | Risk Factors | 66 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 67 |
| Item 5 | Other Information | 67 |
| Item 6 | Exhibits | 68 |
| Signatures | 69 | |
| Table of Contents | ||
| --- |
Glossary of Abbreviations and Acronyms for Selected References
The following list defines various abbreviations and acronyms used throughout this report, including the Condensed Consolidated Financial Statements, the Notes to Unaudited Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
A number of cross-references to additional information included throughout this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”) are also utilized throughout this report, to assist readers seeking additional information related to a particular subject.
| Term | Definition | ||
|---|---|---|---|
| 2012 QSR Agreements | Collectively, the quota share reinsurance agreements entered into with a third-party reinsurance provider in the second and fourth quarters of 2012 to cede on a combined basis a portion of NIW originated between the fourth quarter of 2011 and the fourth quarter of 2014 | ||
| 2016 Single Premium QSR Agreement | Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in the first quarter of 2016 and subsequently amended in the fourth quarter of 2017 to cede a portion of Single Premium NIW originated between January 1, 2012, and December 31, 2017 | ||
| 2018 Single Premium QSR Agreement | Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in October 2017 to cede a portion of Single Premium NIW originated between January 1, 2018, and December 31, 2019 | ||
| 2020 Single Premium QSR Agreement | Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in January 2020 to cede a portion of Single Premium NIW originated between January 1, 2020, and December 31, 2021 | ||
| 2022 QSR Agreement | Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2022, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between January 1, 2022, and June 30, 2023 | ||
| 2023 QSR Agreement | Quota share reinsurance arrangement entered into with a panel of third-party reinsurance providers to cede, starting July 1, 2023, a portion of NIW, which includes both Recurring Premium Policies and Single Premium Policies, originated between July 1, 2023, and June 30, 2024 | ||
| ABS | Asset-backed securities | ||
| All Other | Radian’s non-reportable operating segments and other business activities, including: (i) income (losses) from assets held by Radian Group; (ii) related general corporate operating expenses not attributable or allocated to our reportable segments; and (iii) certain investments in new business opportunities, including activities and investments associated with Radian Mortgage Capital, and other immaterial activities | ||
| ASU | Accounting Standards Update, issued by the FASB to communicate changes to GAAP | ||
| Available Assets | As defined in the PMIERs, assets primarily including the most liquid assets of a mortgage insurer, and reduced by, among other items, premiums received but not yet earned and reinsurance funds withheld | ||
| BMO Master Repurchase Agreement | Uncommitted Master Repurchase Agreement, effective September 28, 2022, and as amended to date, between Bank of Montreal, a Canadian Chartered bank acting through its Chicago Branch, and Radian Mortgage Capital to finance Radian Mortgage Capital’s acquisition of mortgage loans and related mortgage loan assets. The termination date of the BMO Master Repurchase Agreement is currently September 27, 2023. | ||
| Claim Denial | Our legal right, under certain conditions, to deny a claim | ||
| CLO | Collateralized loan obligations | ||
| CMBS | Commercial mortgage-backed securities | ||
| COVID-19 | The coronavirus disease declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention in March 2020 | ||
| Cures | Loans that were in default as of the beginning of a period and are no longer in default primarily because payments were received such that the loan is no longer 60 or more days past due | ||
| Default to Claim Rate | The percentage of defaulted loans that are assumed to result in a claim | ||
| Demotech | Demotech, Inc. | Table of Contents | |
| --- | Term | Definition | |
| --- | --- | ||
| Disaster Related Capital Charge | Under the PMIERs, multiplier of 0.30 applied to the required asset amount factor for each non-performing loan: (i) backed by a property located in a FEMA Designated Area and (ii) either subject to a certain forbearance plan or with an initial default date occurring within a certain timeframe | ||
| Eagle Re Issuer(s) | A group of unaffiliated special purpose insurers (VIEs) domiciled in Bermuda, comprising Eagle Re 2018-1 Ltd., Eagle Re 2019-1 Ltd., Eagle Re 2020-1 Ltd., Eagle Re 2021-1 Ltd. and/or Eagle Re 2021-2 Ltd., which provide reinsurance coverage under Radian Guaranty’s Excess-of-Loss Program. The issuers also included Eagle Re 2020-2 Ltd. prior to its termination in September 2022. | ||
| ERCF | Enterprise Regulatory Capital Framework, finalized in February 2022, which establishes a new regulatory capital framework for the GSEs | ||
| Excess-of-Loss Program | The credit risk protection obtained by Radian Guaranty in the form of excess-of-loss reinsurance, which indemnifies the ceding company against loss in excess of a specific agreed limit, up to a specified sum. The program includes reinsurance agreements with the Eagle Re Issuers in connection with various issuances of mortgage insurance-linked notes. | ||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||
| Fannie Mae | Federal National Mortgage Association | ||
| FASB | Financial Accounting Standards Board | ||
| FEMA | Federal Emergency Management Agency, an agency of the U.S. Department of Homeland Security | ||
| FEMA Designated Area | Generally, an area that has been subject to a disaster, designated by FEMA as an individual assistance disaster area for the purpose of determining eligibility for various forms of federal assistance | ||
| FHFA | Federal Housing Finance Agency | ||
| FHLB | Federal Home Loan Bank of Pittsburgh | ||
| FICO | Fair Isaac Corporation (“FICO”) credit scores, for Radian’s portfolio statistics, represent the borrower’s credit score at origination and, in circumstances where there are multiple borrowers, the lowest of the borrowers’ FICO scores is utilized | ||
| Fitch | Fitch Ratings, Inc. | ||
| Foreclosure Stage Defaulted Loans | Loans in the stage of default in which a foreclosure sale has been scheduled or held | ||
| Freddie Mac | Federal Home Loan Mortgage Corporation | ||
| GAAP | Generally accepted accounting principles in the U.S., as amended from time to time | ||
| Goldman Sachs Master Repurchase Agreement | Uncommitted Master Repurchase Agreement, effective July 15, 2022, and as amended to date, among Goldman Sachs Bank USA, a national banking institution, Radian Liberty Funding LLC, a Delaware limited liability company, and Radian Mortgage Capital to finance the acquisition of mortgage loans and related mortgage loan assets. The termination date of the Goldman Sachs Master Repurchase Agreement is currently September 14, 2023. | ||
| GSE(s) | Government-Sponsored Enterprises (Fannie Mae and Freddie Mac) | ||
| homegenius | Radian’s business segment that offers an array of title, real estate and real estate technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents | ||
| IBNR | Losses incurred but not reported | ||
| IIF | Insurance in force, equal to the aggregate unpaid principal balances of the underlying loans | ||
| LAE | Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims | ||
| LIBOR | London Inter-bank Offered Rate | ||
| LTV | Loan-to-value ratio, calculated as the ratio of the original loan amount to the original value of the property, expressed as a percentage | ||
| Master Policy | Radian Guaranty’s master insurance policy form(s) setting forth the terms and conditions of our mortgage insurance coverage, which are updated periodically, including in response to requirements issued by the GSEs, and filed in each of the jurisdictions in which we conduct business | Table of Contents | |
| --- | Term | Definition | |
| --- | --- | ||
| Master Repurchase Agreements | The Goldman Sachs Master Repurchase Agreement and the BMO Master Repurchase Agreement, collectively | ||
| Minimum Required Asset(s) | A risk-based minimum required asset amount, as defined in the PMIERs, calculated based on net RIF (RIF, net of credits permitted for reinsurance) and a variety of measures related to expected credit performance and other factors, including the impact of the Disaster Related Capital Charge | ||
| Monthly and Other Recurring Premiums (or Recurring Premium Policies) | Insurance premiums or policies, respectively, where premiums are paid on a monthly or other installment basis, in contrast to Single Premium Policies | ||
| Monthly Premium Policies | Insurance policies where premiums are paid on a monthly installment basis | ||
| Moody’s | Moody’s Investors Service | ||
| Mortgage | Radian’s mortgage insurance and risk services business segment, which provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as contract underwriting and other credit risk management solutions, to mortgage lending institutions and mortgage credit investors | ||
| MPP Requirement | Certain states’ statutory or regulatory risk-based capital requirement that the mortgage insurer must maintain a minimum policyholder position, which is calculated based on both risk and surplus levels | ||
| NIW | New insurance written, representing the aggregate original principal amount of the mortgages underlying the Primary Mortgage Insurance | ||
| Parent Guarantees | Two separate parent guaranty agreements, entered into by Radian Group in connection with its mortgage conduit business, to guaranty the obligations of certain of its subsidiaries in connection with the Master Repurchase Agreements | ||
| Persistency Rate | The percentage of IIF that remains in force over a period of time | ||
| PMIERs | Private Mortgage Insurer Eligibility Requirements issued by the GSEs under oversight of the Federal Housing Finance Agency and updated by them from time to time to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs | ||
| PMIERs Cushion | Under PMIERs, Radian Guaranty’s excess of Available Assets over Minimum Required Assets | ||
| Pool Mortgage Insurance | Insurance that provides a lender or investor protection against default on a group or “pool” of mortgages, rather than on an individual mortgage loan basis, generally subject to an aggregate exposure limit, or “stop loss” (usually between 1% and 10%), and/or deductible applied to the initial aggregate loan balance of the entire pool, pursuant to the terms of the applicable insurance agreement | ||
| Primary Mortgage Insurance | Insurance that provides a lender or investor protection against default on an individual mortgage loan basis, at a specified coverage percentage for each loan, pursuant to the terms of the applicable Master Policy | ||
| QSR Program | The Single Premium QSR Program, the 2012 QSR Agreements, the 2022 QSR Agreement and the 2023 QSR Agreement, collectively | ||
| Radian | Radian Group Inc. together with its consolidated subsidiaries | ||
| Radian Group | Radian Group Inc., our insurance holding company | ||
| Radian Guaranty | Radian Guaranty Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group and our approved insurer under the PMIERs, through which we provide mortgage insurance products and services | ||
| Radian Mortgage Capital | Radian Mortgage Capital LLC, a Delaware limited liability company and an indirect subsidiary of Radian Group, is a mortgage conduit formed to acquire residential mortgage loans which Radian Mortgage Capital expects to then distribute into the capital markets through private label securitizations or sell directly to mortgage investors | ||
| Radian Reinsurance | Radian Reinsurance Inc., a former Pennsylvania domiciled insurance company and subsidiary of Radian Group that was merged into Radian Guaranty in December 2022 | ||
| Radian Title Insurance | Radian Title Insurance Inc., an Ohio domiciled insurance company and an indirect subsidiary of Radian Group, through which we offer title insurance and settlement services | Table of Contents | |
| --- | Term | Definition | |
| --- | --- | ||
| RBC States | Risk-based capital states, which are those states that currently impose a statutory or regulatory risk-based capital requirement | ||
| Rescission | Our legal right, under certain conditions, to unilaterally rescind coverage on our mortgage insurance policies if we determine that a loan did not qualify for insurance | ||
| RIF | Risk in force; for Primary Mortgage Insurance, RIF is equal to the underlying loan unpaid principal balance multiplied by the insurance coverage percentage, whereas for Pool Mortgage Insurance, it represents the remaining exposure under the agreements | ||
| Risk-to-capital | Under certain state regulations, a maximum ratio of net RIF calculated relative to the level of statutory capital | ||
| RMBS | Residential mortgage-backed securities | ||
| RSU | Restricted stock unit | ||
| S&P | Standard & Poor’s Financial Services LLC | ||
| SAP | Statutory accounting principles and practices, including those required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries | ||
| SEC | United States Securities and Exchange Commission | ||
| Securities Act | Securities Act of 1933, as amended | ||
| Senior Notes due 2024 | Our 4.500% unsecured senior notes due October 2024 ($450 million original principal amount) | ||
| Senior Notes due 2025 | Our 6.625% unsecured senior notes due March 2025 ($525 million original principal amount) | ||
| Senior Notes due 2027 | Our 4.875% unsecured senior notes due March 2027 ($450 million original principal amount) | ||
| Single Premium NIW | NIW on Single Premium Policies | ||
| Single Premium Policy / Policies | Insurance policies where premiums are paid in a single payment, which includes policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically shortly after the loans have been originated) | ||
| Single Premium QSR Program | The 2016 Single Premium QSR Agreement, the 2018 Single Premium QSR Agreement and the 2020 Single Premium QSR Agreement, collectively | ||
| SOFR | Secured Overnight Financing Rate | ||
| Statutory RBC Requirement | Risk-based capital requirement imposed by the RBC States, requiring a minimum surplus level and, in certain states, a minimum ratio of statutory capital relative to the level of risk | ||
| VIE | Variable interest entity | ||
| Table of Contents<br><br>Glossary | |||
| --- |
Cautionary Note Regarding Forward-Looking Statements —Safe Harbor Provisions
All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. In most cases, forward-looking statements may be identified by words such as “anticipate,” “may,” “will,” “could,” “should,” “would,” “expect,” “intend,” “plan,” “goal,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “strategy,” “future,” “likely” or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition, are made on the basis of management’s current views and assumptions with respect to future events. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment where new risks emerge from time to time and it is not possible for us to predict all risks that may affect us. The forward-looking statements are not guarantees of future performance, and the forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, without limitation:
■the health of the U.S. housing market generally and changes in economic conditions that impact the size of the insurable mortgage market, the credit performance of our insured mortgage portfolio and our business prospects, including more recently, changes resulting from inflationary pressures, the higher interest rate environment and the risks of a recession and of higher unemployment rates, as well as other macroeconomic stresses such as the continuing Russia-Ukraine conflict or other geopolitical events;
■changes in the way customers, investors, ratings agencies, regulators or legislators perceive our performance, financial strength and future prospects;
■Radian Guaranty’s ability to remain eligible under the PMIERs to insure loans purchased by the GSEs;
■our ability to maintain an adequate level of capital in our insurance subsidiaries to satisfy current and future regulatory requirements;
■changes in the charters or business practices of, or rules or regulations imposed by or applicable to, the GSEs or loans purchased by the GSEs, which may include changes in furtherance of housing policy objectives such as the accessibility and affordability of homeownership for low- and moderate-income borrowers and underrepresented communities, or changes in the requirements for Radian Guaranty to remain an approved insurer to the GSEs, such as changes in the PMIERs or the GSEs’ interpretation and application of the PMIERs or other applicable requirements;
■the effects of the ERCF, which establishes a new regulatory capital framework for the GSEs, and which, as finalized, increases the capital requirements for the GSEs, and among other things, could impact the GSEs’ operations and pricing as well as the size of the insurable mortgage market, and which may form the basis for future changes to the PMIERs to better align with the ERCF;
■changes in the current housing finance system in the United States, including the roles of the Federal Housing Administration (the “FHA”), the GSEs and private mortgage insurers in this system;
■our ability to successfully execute and implement our capital plans, including our risk distribution strategy through the capital markets and traditional reinsurance markets, and to maintain sufficient holding company liquidity to meet our liquidity needs;
■our ability to successfully execute and implement our business plans and strategies, including plans and strategies that may require GSE and/or regulatory approvals and licenses, that are subject to complex compliance requirements that we may be unable to satisfy, or that may expose us to new risks, including those that could impact our capital and liquidity positions;
■risks associated with the discontinuance of LIBOR and transition to one or more alternative benchmarks that could cause interest rate volatility and, among other things, impact our investment portfolio, cost of debt and cost of reinsurance through mortgage insurance-linked notes transactions;
■risks related to the quality of third-party mortgage underwriting and mortgage servicing;
■a decrease in the Persistency Rates of our mortgage insurance on Monthly Premium Policies;
■competition in the private mortgage insurance industry generally, and more specifically: price competition in our mortgage insurance business, including the prevalence of formulaic, granular risk-based pricing methodologies that are less transparent than historical rate-card-based pricing practices; and competition from the FHA and the U.S. Department of Veterans Affairs as well as from other forms of credit enhancement, such as any potential GSE-sponsored alternatives to traditional mortgage insurance;
| Table of Contents<br><br>Glossary |
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■U.S. political conditions and legislative and regulatory activity (or inactivity), including adoption of (or failure to adopt) new laws and regulations, or changes in existing laws and regulations, or the way they are interpreted or applied;
■legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations that could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures, new or increased reserves or have other effects on our business;
■the amount and timing of potential payments or adjustments associated with federal or other tax examinations;
■the possibility that we may fail to estimate accurately, especially in the event of an extended economic downturn or a period of extreme market volatility and economic uncertainty, the likelihood, magnitude and timing of losses in establishing loss reserves for our mortgage insurance business or to accurately calculate and/or project our Available Assets and Minimum Required Assets under the PMIERs, which could be impacted by, among other things, the size and mix of our IIF, future changes to the PMIERs, the level of defaults in our portfolio, the reported status of defaults in our portfolio (including whether they are subject to mortgage forbearance, a repayment plan or a loan modification trial period), the level of cash flow generated by our insurance operations and our risk distribution strategies;
■volatility in our financial results caused by changes in the fair value of our assets and liabilities, including with respect to our use of derivatives and within our investment portfolio;
■changes in GAAP or SAP rules and guidance, or their interpretation;
■risks associated with investments to grow our existing businesses, or to pursue new lines of business or new products and services, including our ability and related costs to develop, launch and implement new and innovative technologies and digital products and services, whether these products and services receive broad customer acceptance or disrupt existing customer relationships, and additional financial risks related to these investments, including required changes in our investment, financing and hedging strategies, risks associated with our increased use of financial leverage, which could expose us to liquidity risks resulting from changes in the fair values of assets, and the risk that we may fail to achieve forecasted results, which could result in lower or negative earnings contribution and/or impairment charges associated with intangible assets;
■the effectiveness and security of our information technology systems and digital products and services, including the risk that these systems, products or services fail to operate as expected or planned or expose us to cybersecurity or third-party risks, including due to malware, unauthorized access, cyberattack, ransomware or other similar events;
■our ability to attract and retain key employees;
■the amount of dividends, if any, that our insurance subsidiaries may distribute to us, which under applicable regulatory requirements is based primarily on the financial performance of our insurance subsidiaries, and therefore, may be impacted by general economic, competitive and other factors, many of which are beyond our control; and
■the ability of our operating subsidiaries to distribute amounts to us under our internal tax- and expense-sharing arrangements, which for our insurance subsidiaries are subject to regulatory review and could be terminated at the discretion of such regulators.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to “Item 1A. Risk Factors” in this report and “Item 1A. Risk Factors” in our 2022 Form 10-K, and to subsequent reports and registration statements filed from time to time with the SEC. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.
| Table of Contents<br><br>Glossary |
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Index to Condensed Consolidated Financial Statements
| Page | |
|---|---|
| Quarterly Financial Statements | |
| Condensed Consolidated Balance Sheets (Unaudited) | 10 |
| Condensed Consolidated Statements of Operations (Unaudited) | 11 |
| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | 12 |
| Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited) | 13 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) | 14 |
| Notes to Unaudited Condensed Consolidated Financial Statements | |
| Note 1 - Description of Business | 15 |
| Note 2 - Significant Accounting Policies | 15 |
| Note 3 - Net Income Per Share | 17 |
| Note 4 - Segment Reporting | 17 |
| Note 5 - Fair Value of Financial Instruments | 19 |
| Note 6 - Investments | 24 |
| Note 7 - Goodwill and Other Acquired Intangible Assets, Net | 27 |
| Note 8 - Reinsurance | 27 |
| Note 9 - Other Assets | 32 |
| Note 10 - Income Taxes | 33 |
| Note 11 - Losses and LAE | 33 |
| Note 12 - Borrowings and Financing Activities | 35 |
| Note 13 - Commitments and Contingencies | 36 |
| Note 14 - Capital Stock | 37 |
| Note 15 - Accumulated Other Comprehensive Income (Loss) | 39 |
| Note 16 - Statutory Information | 40 |
| Table of Contents<br><br>Glossary | |
| --- |
Radian Group Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
| (In thousands, except per-share amounts) | June 30,<br>2023 | December 31,<br>2022 | ||
|---|---|---|---|---|
| Assets | ||||
| Investments (Notes 5 and 6) | ||||
| Fixed-maturities available for sale—at fair value (amortized cost of $5,685,122 and $5,587,261) | $ | 5,155,897 | $ | 5,017,711 |
| Trading securities—at fair value (amortized cost of $111,226 and $122,472) | 105,929 | 115,665 | ||
| Equity securities—at fair value (cost of $141,929 and $162,899) | 133,106 | 148,965 | ||
| Mortgage loans held for sale—at fair value | 59,252 | 3,549 | ||
| Other invested assets—at fair value | 5,762 | 5,511 | ||
| Short-term investments—at fair value (includes $72,023 and $99,735 of reinvested cash collateral held under securities lending agreements) | 435,925 | 402,090 | ||
| Total investments | 5,895,871 | 5,693,491 | ||
| Cash | 61,142 | 56,183 | ||
| Restricted cash | 1,317 | 377 | ||
| Accrued investment income | 42,650 | 40,093 | ||
| Accounts and notes receivable | 138,432 | 119,834 | ||
| Reinsurance recoverables (includes $18 and $18 for paid losses) | 22,979 | 25,633 | ||
| Deferred policy acquisition costs | 19,272 | 18,460 | ||
| Property and equipment, net | 73,885 | 70,981 | ||
| Goodwill and other acquired intangible assets, net (Note 7) | 12,543 | 15,285 | ||
| Prepaid federal income taxes (Note 10) | 663,320 | 596,368 | ||
| Other assets (Note 9) | 375,132 | 427,024 | ||
| Total assets | $ | 7,306,543 | $ | 7,063,729 |
| Liabilities and stockholders’ equity | ||||
| Liabilities | ||||
| Unearned premiums | $ | 246,666 | $ | 271,479 |
| Reserve for losses and LAE (Note 11) | 379,434 | 426,843 | ||
| Senior notes (Note 12) | 1,415,610 | 1,413,504 | ||
| Secured borrowings (Note 12) | 178,762 | 155,822 | ||
| Reinsurance funds withheld | 154,354 | 152,067 | ||
| Net deferred tax liability | 479,754 | 391,083 | ||
| Other liabilities | 281,127 | 333,604 | ||
| Total liabilities | 3,135,707 | 3,144,402 | ||
| Commitments and contingencies (Note 13) | ||||
| Stockholders’ equity | ||||
| Common stock ($0.001 par value; 485,000 shares authorized; 2023: 177,386 and 157,350 shares issued and outstanding, respectively; 2022: 176,509 and 157,056 shares issued and outstanding, respectively) | 177 | 176 | ||
| Treasury stock, at cost (2023: 20,036 shares; 2022: 19,453 shares) | (945,032) | (930,643) | ||
| Additional paid-in capital | 1,522,895 | 1,519,641 | ||
| Retained earnings | 4,016,482 | 3,786,952 | ||
| Accumulated other comprehensive income (loss) (Note 15) | (423,686) | (456,799) | ||
| Total stockholders’ equity | 4,170,836 | 3,919,327 | ||
| Total liabilities and stockholders’ equity | $ | 7,306,543 | $ | 7,063,729 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
10
| Table of Contents<br><br>Glossary |
|---|
Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands, except per-share amounts) | 2023 | 2022 | 2023 | 2022 | ||||
| Revenues | ||||||||
| Net premiums earned (Note 8) | $ | 213,429 | $ | 253,892 | $ | 446,667 | $ | 508,082 |
| Services revenue (Note 4) | 11,797 | 27,281 | 22,781 | 56,629 | ||||
| Net investment income | 64,182 | 46,957 | 123,403 | 85,153 | ||||
| Net gains (losses) on investments and other financial instruments (includes net realized gains (losses) on investments of $(3,351), $(3,992), $(8,856) and $(4,315)) (Note 6) | (236) | (41,869) | 5,349 | (71,326) | ||||
| Other income | 1,241 | 572 | 2,833 | 1,275 | ||||
| Total revenues | 290,413 | 286,833 | 601,033 | 579,813 | ||||
| Expenses | ||||||||
| Provision for losses | (21,632) | (113,922) | (38,561) | (197,676) | ||||
| Policy acquisition costs | 5,218 | 5,940 | 11,511 | 12,545 | ||||
| Cost of services | 10,257 | 22,760 | 20,655 | 47,513 | ||||
| Other operating expenses | 89,885 | 90,495 | 173,154 | 180,036 | ||||
| Interest expense | 22,639 | 20,831 | 44,846 | 41,677 | ||||
| Amortization of other acquired intangible assets | 1,370 | 849 | 2,741 | 1,698 | ||||
| Total expenses | 107,737 | 26,953 | 214,346 | 85,793 | ||||
| Pretax income | 182,676 | 259,880 | 386,687 | 494,020 | ||||
| Income tax provision | 36,589 | 58,687 | 82,843 | 111,696 | ||||
| Net income | $ | 146,087 | $ | 201,193 | $ | 303,844 | $ | 382,324 |
| Net income per share | ||||||||
| Basic | $ | 0.92 | $ | 1.16 | $ | 1.91 | $ | 2.18 |
| Diluted | $ | 0.91 | $ | 1.15 | $ | 1.89 | $ | 2.16 |
| Weighted average number of common shares outstanding—basic | 159,010 | 173,705 | 159,250 | 175,491 | ||||
| Weighted average number of common and common equivalent shares outstanding—diluted | 160,744 | 175,419 | 161,129 | 177,349 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
11
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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Net income | $ | 146,087 | $ | 201,193 | $ | 303,844 | $ | 382,324 |
| Other comprehensive income (loss), net of tax (Note 15) | ||||||||
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected losses has not been recognized | (41,125) | (202,665) | 24,729 | (453,957) | ||||
| Less: Reclassification adjustment for net gains (losses) on investments included in net income | ||||||||
| Net realized gains (losses) on disposals and non-credit related impairment losses | (4,072) | (3,113) | (8,205) | (4,675) | ||||
| Net unrealized gains (losses) on investments | (37,053) | (199,552) | 32,934 | (449,282) | ||||
| Other adjustments to comprehensive income (loss), net | — | — | 179 | 84 | ||||
| Other comprehensive income (loss), net of tax | (37,053) | (199,552) | 33,113 | (449,198) | ||||
| Comprehensive income (loss) | $ | 109,034 | $ | 1,641 | $ | 336,957 | $ | (66,874) |
See Notes to Unaudited Condensed Consolidated Financial Statements.
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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Common Stockholders’ Equity (Unaudited)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Common stock | ||||||||
| Balance, beginning of period | $ | 176 | $ | 193 | $ | 176 | $ | 194 |
| Issuance of common stock under incentive and benefit plans | 1 | 2 | 2 | 2 | ||||
| Shares repurchased under share repurchase program (Note 14) | — | (9) | (1) | (10) | ||||
| Balance, end of period | 177 | 186 | 177 | 186 | ||||
| Treasury stock | ||||||||
| Balance, beginning of period | (931,313) | (920,958) | (930,643) | (920,798) | ||||
| Repurchases of common stock under incentive plans | (13,719) | (9,326) | (14,389) | (9,486) | ||||
| Balance, end of period | (945,032) | (930,284) | (945,032) | (930,284) | ||||
| Additional paid-in capital | ||||||||
| Balance, beginning of period | 1,515,852 | 1,871,763 | 1,519,641 | 1,878,372 | ||||
| Issuance of common stock under incentive and benefit plans | 752 | 275 | 2,857 | 1,638 | ||||
| Share-based compensation | 11,143 | 10,210 | 20,405 | 23,566 | ||||
| Shares repurchased under share repurchase program (Note 14) | (4,852) | (183,758) | (20,008) | (205,086) | ||||
| Balance, end of period | 1,522,895 | 1,698,490 | 1,522,895 | 1,698,490 | ||||
| Retained earnings | ||||||||
| Balance, beginning of period | 3,908,396 | 3,326,119 | 3,786,952 | 3,180,935 | ||||
| Net income | 146,087 | 201,193 | 303,844 | 382,324 | ||||
| Dividends and dividend equivalents declared | (38,001) | (35,637) | (74,314) | (71,584) | ||||
| Balance, end of period | 4,016,482 | 3,491,675 | 4,016,482 | 3,491,675 | ||||
| Accumulated other comprehensive income (loss) | ||||||||
| Balance, beginning of period | (386,633) | (129,553) | (456,799) | 120,093 | ||||
| Net unrealized gains (losses) on investments, net of tax | (37,053) | (199,552) | 32,934 | (449,282) | ||||
| Other adjustments to other comprehensive income (loss) | — | — | 179 | 84 | ||||
| Balance, end of period | (423,686) | (329,105) | (423,686) | (329,105) | ||||
| Total stockholders’ equity | $ | 4,170,836 | $ | 3,930,962 | $ | 4,170,836 | $ | 3,930,962 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
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Radian Group Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)
| Six Months Ended<br>June 30, | ||||
|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | ||
| Cash flows from operating activities | ||||
| Net cash provided by (used in) operating activities | $ | 189,249 | $ | 176,850 |
| Cash flows from investing activities | ||||
| Proceeds from sales of: | ||||
| Fixed-maturities available for sale | 230,081 | 193,967 | ||
| Trading securities | 9,122 | — | ||
| Equity securities | 45,295 | 5,770 | ||
| Proceeds from redemptions of: | ||||
| Fixed-maturities available for sale | 250,764 | 477,664 | ||
| Trading securities | 1,310 | 45,521 | ||
| Purchases of: | ||||
| Fixed-maturities available for sale | (581,433) | (906,025) | ||
| Equity securities | (4,426) | (9,112) | ||
| Sales, redemptions and (purchases) of: | ||||
| Short-term investments, net | (30,438) | 213,095 | ||
| Other assets and other invested assets, net | (195) | (791) | ||
| Additions to property and equipment | (10,113) | (7,485) | ||
| Net cash provided by (used in) investing activities | (90,033) | 12,604 | ||
| Cash flows from financing activities | ||||
| Dividends and dividend equivalents paid | (75,201) | (71,288) | ||
| Issuance of common stock | 1,514 | 569 | ||
| Repurchases of common stock | (20,009) | (186,908) | ||
| Credit facility commitment fees paid | (474) | (380) | ||
| Change in secured borrowings, net (with terms three months or less) | (12,635) | 46,605 | ||
| Proceeds from secured borrowings (with terms greater than three months) | 54,580 | 13,151 | ||
| Repayments of secured borrowings (with terms greater than three months) | (41,092) | (8,000) | ||
| Net cash provided by (used in) financing activities | (93,317) | (206,251) | ||
| Increase (decrease) in cash and restricted cash | 5,899 | (16,797) | ||
| Cash and restricted cash, beginning of period | 56,560 | 152,620 | ||
| Cash and restricted cash, end of period | $ | 62,459 | $ | 135,823 |
See Notes to Unaudited Condensed Consolidated Financial Statements.
14
| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements |
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- Description of Business
We are a diversified mortgage and real estate business, providing both credit-related mortgage insurance coverage and an array of other mortgage, risk, title, real estate and real estate technology products and services. We have two reportable business segments—Mortgage and homegenius.
Mortgage
Our Mortgage segment provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as contract underwriting and other credit risk management solutions, to mortgage lending institutions and mortgage credit investors. We provide our mortgage insurance products and services mainly through our wholly owned subsidiary, Radian Guaranty.
Private mortgage insurance plays an important role in the U.S. housing finance system because it promotes affordable home ownership and helps protect mortgage lenders and mortgage investors, as well as other beneficiaries such as the GSEs, by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyers who make down payments of less than 20% of the purchase price for their home or, in the case of refinancings, have less than 20% equity in their home. Private mortgage insurance also facilitates the sale of these low down payment loans in the secondary mortgage market, almost all of which are currently sold to the GSEs.
Our total direct primary mortgage IIF and RIF were $266.9 billion and $68.3 billion, respectively, as of June 30, 2023, compared to $261.0 billion and $66.1 billion, respectively, as of December 31, 2022.
The GSEs and state insurance regulators impose various capital and financial requirements on our mortgage insurance subsidiaries. These include the PMIERs financial requirements, as well as Risk-to-capital and other risk-based capital measures and surplus requirements. Failure to comply with these capital and financial requirements may limit the amount of insurance that our mortgage insurance subsidiaries write, or may prohibit them from writing insurance altogether. The GSEs and state insurance regulators possess significant discretion with respect to our mortgage insurance subsidiaries and all aspects of their business. See Note 16 for additional information on PMIERs and other regulatory information.
homegenius
Our homegenius segment is primarily a fee-for-service business that offers an array of products and services to market participants across the real estate value chain. Our homegenius products and services include title, real estate and real estate technology products and services offered primarily to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents. These products and services help lenders, investors, consumers and real estate agents evaluate, manage, monitor, acquire and sell properties. They include software-as-a-service solutions and platforms, as well as other services, such as real estate owned asset management, single-family rental services and real estate valuation services. In addition, we provide title insurance and non-insurance title, closing and settlement services to mortgage lenders, GSEs and mortgage investors, as well as directly to consumers for residential mortgage loans.
See Note 4 for additional information about our reportable segments and All Other business activities.
Risks and Uncertainties
In assessing the Company’s current financial condition and developing forecasts of future operations, management has made significant judgments and estimates with respect to potential factors impacting our financial and liquidity position. These judgments and estimates are subject to risks and uncertainties that could affect amounts reported in our financial statements in future periods and that could cause actual results to be materially different from our estimates, including as a result of macroeconomic stresses such as inflation, slower economic growth and higher levels of unemployment.
- Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. We have condensed or omitted certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP pursuant to the instructions set forth in Article 10 of Regulation S-X of the SEC.
We generally refer to our insurance holding company alone, without its consolidated subsidiaries, as “Radian Group.” We refer to Radian Group together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the
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context requires otherwise. Unless otherwise defined in this report, certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report.
The financial information presented for interim periods is unaudited; however, such information reflects all adjustments that are, in the opinion of management, necessary for the fair statement of the financial position, results of operations, comprehensive income (loss) and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP.
To fully understand the basis of presentation, these interim financial statements and related notes contained herein should be read in conjunction with the audited financial statements and notes thereto included in our 2022 Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of our contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. While the amounts included in our condensed consolidated financial statements include our best estimates and assumptions, actual results may vary materially.
Other Significant Accounting Policies
See Note 2 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for information regarding other significant accounting policies. There have been no significant changes in our significant accounting policies from those discussed in our 2022 Form 10-K.
Recent Accounting Pronouncements
Accounting Standards Adopted During 2023
In August 2018, the FASB issued ASU 2018-12, Financial Services—Insurance—Targeted Improvements to the Accounting for Long-Duration Contracts. The new standard: (i) requires that assumptions used to measure the liability for future policy benefits be reviewed at least annually; (ii) defines and simplifies the measurement of market risk benefits; (iii) simplifies the amortization of deferred acquisition costs; and (iv) enhances the required disclosures about long-duration contracts. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this update on January 1, 2023, did not have a material impact on our consolidated financial statements.
Accounting Standards Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Reform on Financial Reporting. This guidance provides optional expedients and exceptions for applying GAAP requirements to investments, derivatives, or other transactions affected by reference rate reform such as those that impact the assessment of contract modifications. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848, which extends the period of time that preparers can utilize the reference rate reform relief guidance. The amendments in these updates are optional and may now be elected through December 31, 2024, as reference rate reform activities occur. We continue to evaluate the impact the discontinuance of LIBOR and the new accounting guidance will have on our financial statements and disclosures.
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- Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding, while diluted net income per share is computed by dividing net income attributable to common stockholders by the sum of the weighted average number of common shares outstanding and the weighted average number of dilutive potential common shares. Dilutive potential common shares relate to our share-based compensation arrangements.
The calculation of basic and diluted net income per share is as follows.
| Net income per share | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands, except per-share amounts) | 2023 | 2022 | 2023 | 2022 | ||||
| Net income—basic and diluted | $ | 146,087 | $ | 201,193 | $ | 303,844 | $ | 382,324 |
| Average common shares outstanding—basic | 159,010 | 173,705 | 159,250 | 175,491 | ||||
| Dilutive effect of share-based compensation arrangements (1) | 1,734 | 1,714 | 1,879 | 1,858 | ||||
| Adjusted average common shares outstanding—diluted | 160,744 | 175,419 | 161,129 | 177,349 | ||||
| Net income per share | ||||||||
| Basic | $ | 0.92 | $ | 1.16 | $ | 1.91 | $ | 2.18 |
| Diluted | $ | 0.91 | $ | 1.15 | $ | 1.89 | $ | 2.16 |
(1)The following number of shares of our common stock equivalents issued under our share-based compensation arrangements are not included in the calculation of diluted net income per share because their effect would be anti-dilutive.
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||
|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2023 | 2022 |
| Shares of common stock equivalents | 112 | 189 | 86 | — |
- Segment Reporting
We have two strategic business units that we manage separately—Mortgage and homegenius. Our Mortgage segment derives its revenue from mortgage insurance and other mortgage and risk services, including contract underwriting solutions provided to mortgage lending institutions and mortgage credit investors. Our homegenius segment offers an array of title, real estate and real estate technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents.
In addition, we report as All Other activities that include: (i) income (losses) from assets held by Radian Group, our holding company; (ii) related general corporate operating expenses not attributable or allocated to our reportable segments; and (iii) certain investments in new business opportunities, including activities and investments associated with Radian Mortgage Capital, and other immaterial activities.
We allocate corporate operating expenses to both reportable segments based primarily on each segment’s forecasted annual percentage of total revenue, which approximates the estimated percentage of management time spent on each segment. In addition, we allocate all corporate interest expense to our Mortgage segment, due to the capital-intensive nature of our mortgage insurance business. We do not manage assets by segment.
See Note 1 for additional details about our Mortgage and homegenius businesses.
Adjusted Pretax Operating Income (Loss)
Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of Radian’s business segments and to allocate resources to the segments.
Adjusted pretax operating income (loss) is defined as pretax income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments, except for certain investments and other financial instruments attributable to our reportable segments and All Other activities; (ii) amortization and impairment of goodwill and other acquired intangible assets; and (iii) impairment of other long-lived assets and other non-operating items, if any, such as gains (losses) from the
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sale of lines of business, acquisition-related income and expenses and gains (losses) on extinguishment of debt. See Note 4 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for detailed information regarding items excluded from adjusted pretax operating income (loss), including the reasons for their treatment.
Although adjusted pretax operating income (loss) excludes certain items that have occurred in the past and are expected to occur in the future, the excluded items represent those that are: (i) not viewed as part of the operating performance of our primary activities or (ii) not expected to result in an economic impact equal to the amount reflected in pretax income (loss).
The reconciliation of adjusted pretax operating income (loss) for our reportable segments to consolidated pretax income is as follows.
| Reconciliation of adjusted pretax operating income (loss) by segment | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Adjusted pretax operating income (loss) | ||||||||
| Mortgage | $ | 197,750 | $ | 316,520 | $ | 412,185 | $ | 594,361 |
| homegenius | (24,421) | (17,690) | (47,462) | (31,196) | ||||
| Total adjusted pretax operating income for reportable segments (1) | 173,329 | 298,830 | 364,723 | 563,165 | ||||
| All Other adjusted pretax operating income | 11,046 | 3,203 | 19,515 | 3,816 | ||||
| Net gains (losses) on investments and other financial instruments (2) | (331) | (41,869) | 5,174 | (71,326) | ||||
| Amortization of other acquired intangible assets | (1,370) | (849) | (2,741) | (1,698) | ||||
| Impairment of other long-lived assets and other non-operating items | 2 | 565 | 16 | 63 | ||||
| Consolidated pretax income | $ | 182,676 | $ | 259,880 | $ | 386,687 | $ | 494,020 |
(1)Includes allocated corporate operating expenses and depreciation expense as follows.
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Mortgage | ||||||||
| Allocated corporate operating expenses (a) | $ | 37,081 | $ | 33,237 | $ | 71,910 | $ | 69,446 |
| Direct depreciation expense | 2,045 | 2,241 | 4,169 | 4,569 | ||||
| homegenius | ||||||||
| Allocated corporate operating expenses (b) | $ | 4,954 | $ | 5,719 | $ | 9,612 | $ | 10,999 |
| Direct depreciation expense | 628 | 642 | 1,208 | 1,286 |
(a)Includes allocated depreciation expense of $0.7 million and $1.5 million for the three and six months ended June 30, 2023, respectively, and $0.7 million and $1.5 million for the three and six months ended June 30, 2022, respectively.
(b)Includes allocated depreciation expense of $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2022, respectively.
(2)Excludes certain net gains (losses), if any, on investments and other financial instruments that are attributable to specific operating segments and therefore included in adjusted pretax operating income (loss).
| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements |
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Revenues
The reconciliation of revenues for our reportable segments to consolidated revenues is as follows.
| Reconciliation of revenues by segment | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Revenues | ||||||||
| Mortgage | $ | 260,817 | $ | 289,783 | $ | 540,687 | $ | 574,229 |
| homegenius (1) | 14,806 | 32,343 | 27,767 | 66,255 | ||||
| Total revenues for reportable segments | 275,623 | 322,126 | 568,454 | 640,484 | ||||
| All Other revenues | 15,229 | 6,661 | 27,608 | 10,822 | ||||
| Net gains (losses) on investments and other financial instruments | (331) | (41,869) | 5,174 | (71,326) | ||||
| Elimination of inter-segment revenues | (108) | (85) | (203) | (167) | ||||
| Total revenues | $ | 290,413 | $ | 286,833 | $ | 601,033 | $ | 579,813 |
(1)Includes immaterial inter-segment revenues for the three and six months ended June 30, 2023 and 2022.
The table below, which represents total services revenue on our condensed consolidated statements of operations for the periods indicated, represents the disaggregation of services revenue by revenue type.
| Services revenue | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| homegenius | ||||||||
| Title | $ | 3,233 | $ | 4,895 | $ | 5,787 | $ | 11,298 |
| Real estate | ||||||||
| Valuation | 4,544 | 10,036 | 8,117 | 19,053 | ||||
| Single family rental | 1,619 | 8,227 | 4,054 | 15,457 | ||||
| Asset management technology platform | 1,209 | 1,274 | 2,375 | 2,606 | ||||
| Real estate owned asset management | 888 | 739 | 1,800 | 1,552 | ||||
| Other real estate services | — | 4 | 1 | 5 | ||||
| Real estate technology | ||||||||
| Real estate technology services | 20 | — | 27 | — | ||||
| Mortgage | 284 | 2,106 | 620 | 6,658 | ||||
| Total services revenue | $ | 11,797 | $ | 27,281 | $ | 22,781 | $ | 56,629 |
Revenue recognized related to services made available to customers and billed is reflected in accounts and notes receivable. Accounts and notes receivable include $8 million and $12 million as of June 30, 2023, and December 31, 2022, respectively, related to services revenue contracts. See Note 2 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for information regarding our accounting policies and the services we offer.
- Fair Value of Financial Instruments
For discussion of our valuation methodologies for assets and liabilities measured at fair value and the fair value hierarchy, see Note 5 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
The following tables include a list of assets and liabilities that are measured at fair value by hierarchy level as of June 30, 2023, and December 31, 2022.
| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Assets and liabilities carried at fair value by hierarchy level | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | June 30, 2023 | | | | | | | | | (In thousands) | Level I | | Level II | | Level III | | Total | | | Investments | | | | | | | | | | Fixed-maturities available for sale | | | | | | | | | | U.S. government and agency securities | $ | 135,417 | $ | 10,391 | $ | — | $ | 145,808 | | State and municipal obligations | — | | 163,239 | | — | | 163,239 | | | Corporate bonds and notes | — | | 2,502,777 | | — | | 2,502,777 | | | RMBS | — | | 990,257 | | — | | 990,257 | | | CMBS | — | | 573,756 | | — | | 573,756 | | | CLO | — | | 488,415 | | — | | 488,415 | | | Other ABS | — | | 235,918 | | — | | 235,918 | | | Foreign government and agency securities | — | | 5,017 | | — | | 5,017 | | | Mortgage insurance-linked notes (1) | — | | 50,710 | | — | | 50,710 | | | Total fixed-maturities available for sale | 135,417 | | 5,020,480 | | — | | 5,155,897 | | | Trading securities | | | | | | | | | | State and municipal obligations | — | | 70,954 | | — | | 70,954 | | | Corporate bonds and notes | — | | 24,236 | | — | | 24,236 | | | RMBS | — | | 6,266 | | — | | 6,266 | | | CMBS | — | | 4,473 | | — | | 4,473 | | | Total trading securities | — | | 105,929 | | — | | 105,929 | | | Equity securities | 123,977 | | 6,629 | | 2,500 | | 133,106 | | | Mortgage loans held for sale | — | | 59,252 | | — | | 59,252 | | | Other invested assets (2) | — | | — | | 4,296 | | 4,296 | | | Short-term investments | | | | | | | | | | State and municipal obligations | — | | 2,685 | | — | | 2,685 | | | Money market instruments | 228,985 | | — | | — | | 228,985 | | | Corporate bonds and notes | — | | 101,557 | | — | | 101,557 | | | RMBS | — | | 1,680 | | — | | 1,680 | | | CMBS | — | | 1,325 | | — | | 1,325 | | | Other ABS | — | | 11,620 | | — | | 11,620 | | | Other investments (3) | — | | 88,073 | | — | | 88,073 | | | Total short-term investments | 228,985 | | 206,940 | | — | | 435,925 | | | Total investments at fair value (2) | 488,379 | | 5,399,230 | | 6,796 | | 5,894,405 | | | Other | | | | | | | | | | Derivative assets (4) | — | | 312 | | 166 | | 478 | | | Loaned securities (5) | | | | | | | | | | Corporate bonds and notes | — | | 44,322 | | — | | 44,322 | | | Equity securities | 45,597 | | — | | — | | 45,597 | | | Total assets at fair value (2) | $ | 533,976 | $ | 5,443,864 | $ | 6,962 | $ | 5,984,802 | | Liabilities | | | | | | | | | | Derivative liabilities | $ | — | $ | — | $ | 103 | $ | 103 | | Total liabilities at fair value | $ | — | $ | — | $ | 103 | $ | 103 |
(1)Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.
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(2)Does not include other invested assets of $1.5 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
(3)Comprises short-term certificates of deposit and commercial paper.
(4)Level III derivative assets consist of embedded derivatives related to our Excess-of-Loss Program, which are classified as other assets in our condensed consolidated balance sheets. See Note 8 for more information.
(5)Securities loaned to third-party borrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 6 for more information.
| Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | | --- | --- || Assets and liabilities carried at fair value by hierarchy level | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | December 31, 2022 | | | | | | | | | (In thousands) | Level I | | Level II | | Level III | | Total | | | Investments | | | | | | | | | | Fixed-maturities available for sale | | | | | | | | | | U.S. government and agency securities | $ | 140,011 | $ | 5,431 | $ | — | $ | 145,442 | | State and municipal obligations | — | | 142,386 | | — | | 142,386 | | | Corporate bonds and notes | — | | 2,490,582 | | — | | 2,490,582 | | | RMBS | — | | 928,399 | | — | | 928,399 | | | CMBS | — | | 593,357 | | — | | 593,357 | | | CLO | — | | 498,192 | | — | | 498,192 | | | Other ABS | — | | 161,359 | | — | | 161,359 | | | Foreign government and agency securities | — | | 4,975 | | — | | 4,975 | | | Mortgage insurance-linked notes (1) | — | | 53,019 | | — | | 53,019 | | | Total fixed-maturities available for sale | 140,011 | | 4,877,700 | | — | | 5,017,711 | | | Trading securities | | | | | | | | | | State and municipal obligations | — | | 70,511 | | — | | 70,511 | | | Corporate bonds and notes | — | | 32,827 | | — | | 32,827 | | | RMBS | — | | 6,847 | | — | | 6,847 | | | CMBS | — | | 5,480 | | — | | 5,480 | | | Total trading securities | — | | 115,665 | | — | | 115,665 | | | Equity securities | 138,716 | | 7,749 | | 2,500 | | 148,965 | | | Mortgage loans held for sale | — | | 3,549 | | — | | 3,549 | | | Other invested assets (2) | — | | — | | 4,296 | | 4,296 | | | Short-term investments | | | | | | | | | | State and municipal obligations | — | | 2,785 | | — | | 2,785 | | | Money market instruments | 241,440 | | — | | — | | 241,440 | | | Corporate bonds and notes | — | | 42,385 | | — | | 42,385 | | | Other investments (3) | — | | 115,480 | | — | | 115,480 | | | Total short-term investments | 241,440 | | 160,650 | | — | | 402,090 | | | Total investments at fair value (2) | 520,167 | | 5,165,313 | | 6,796 | | 5,692,276 | | | Other | | | | | | | | | | Derivative assets | — | | 11 | | — | | 11 | | | Loaned securities (4) | | | | | | | | | | Corporate bonds and notes | — | | 47,585 | | — | | 47,585 | | | Equity securities | 64,554 | | — | | — | | 64,554 | | | Total assets at fair value (2) | $ | 584,721 | $ | 5,212,909 | $ | 6,796 | $ | 5,804,426 | | Liabilities | | | | | | | | | | Derivative liabilities (5) | $ | — | $ | 42 | $ | 4,858 | $ | 4,900 | | Total liabilities at fair value | $ | — | $ | 42 | $ | 4,858 | $ | 4,900 |
(1)Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.
(2)Does not include other invested assets of $1.2 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient.
(3)Comprises short-term certificates of deposit and commercial paper.
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(4)Securities loaned to third-party borrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 6 for more information.
(5)Level III derivative liabilities consist of embedded derivatives related to our Excess-of-Loss Program, which are classified as other liabilities in our condensed consolidated balance sheets. See Note 8 for more information.
There were no transfers to or from Level III for the three and six months ended June 30, 2023 or 2022. Activity related to Level III assets and liabilities (including realized and unrealized gains and losses, purchases, sales, issuances, settlements and transfers) was immaterial for the three and six months ended June 30, 2023 and 2022.
Other Fair Value Disclosure
The carrying value and estimated fair value of other selected assets and liabilities not carried at fair value in our condensed consolidated balance sheets were as follows as of the dates indicated.
| Financial instruments not carried at fair value | ||||||||
|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | December 31, 2022 | |||||||
| (In thousands) | Carrying<br>Amount | Estimated<br>Fair Value | Carrying<br>Amount | Estimated<br>Fair Value | ||||
| Company-owned life insurance | $ | 107,953 | $ | 98,953 | $ | 105,331 | $ | 94,943 |
| Senior notes | $ | 1,415,610 | $ | 1,386,675 | $ | 1,413,504 | $ | 1,361,844 |
| Secured borrowings | ||||||||
| FHLB advances | $ | 129,813 | $ | 129,836 | $ | 153,686 | $ | 153,728 |
| Mortgage financing facilities | 48,949 | 48,949 | 2,136 | 2,136 | ||||
| Total secured borrowings | $ | 178,762 | $ | 178,785 | $ | 155,822 | $ | 155,864 |
The fair value of our company-owned life insurance is estimated based on market surrender value less applicable surrender charges. These assets are categorized in Level III of the fair value hierarchy. See Note 9 for further information on our company-owned life insurance. The fair value of our senior notes is estimated based on quoted market prices. The fair value of our secured borrowings is estimated based on contractual cash flows discounted at current borrowing rates for similar borrowing arrangements. These liabilities are categorized in Level II of the fair value hierarchy. See Note 12 for further information about our senior notes and secured borrowings.
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- Investments
Available for Sale Securities
Our available for sale securities within our investment portfolio consisted of the following as of the dates indicated.
| Available for sale securities | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | |||||||||
| (In thousands) | Amortized<br>Cost | Gross<br>Unrealized<br>Gains | Gross<br>Unrealized<br>Losses | Fair Value | |||||
| Fixed-maturities available for sale | |||||||||
| U.S. government and agency securities | $ | 171,925 | $ | 306 | $ | (26,423) | $ | 145,808 | |
| State and municipal obligations | 179,911 | 203 | (16,875) | 163,239 | |||||
| Corporate bonds and notes | 2,870,466 | 2,130 | (325,497) | 2,547,099 | |||||
| RMBS | 1,082,114 | 3,328 | (95,185) | 990,257 | |||||
| CMBS | 632,524 | 18 | (58,786) | 573,756 | |||||
| CLO | 504,216 | 61 | (15,862) | 488,415 | |||||
| Other ABS | 241,398 | 143 | (5,623) | 235,918 | |||||
| Foreign government and agency securities | 5,123 | — | (106) | 5,017 | |||||
| Mortgage insurance-linked notes (1) | 49,412 | 1,298 | — | 50,710 | |||||
| Total securities available for sale, including loaned securities | 5,737,089 | $ | 7,487 | $ | (544,357) | (2) | 5,200,219 | ||
| Less: loaned securities (3) | 51,967 | 44,322 | |||||||
| Total fixed-maturities available for sale | $ | 5,685,122 | $ | 5,155,897 | |||||
| December 31, 2022 | |||||||||
| (In thousands) | Amortized<br>Cost | Gross<br>Unrealized<br>Gains | Gross<br>Unrealized<br>Losses | Fair Value | |||||
| Fixed-maturities available for sale | |||||||||
| U.S. government and agency securities | $ | 174,138 | $ | 206 | $ | (28,902) | $ | 145,442 | |
| State and municipal obligations | 164,325 | — | (21,939) | 142,386 | |||||
| Corporate bonds and notes | 2,886,905 | 1,403 | (350,537) | 2,537,771 | |||||
| RMBS | 1,025,795 | 1,163 | (98,559) | 928,399 | |||||
| CMBS | 645,890 | 13 | (52,546) | 593,357 | |||||
| CLO | 518,677 | — | (20,485) | 498,192 | |||||
| Other ABS | 168,033 | 69 | (6,743) | 161,359 | |||||
| Foreign government and agency securities | 5,118 | — | (143) | 4,975 | |||||
| Mortgage insurance-linked notes (1) | 54,578 | 80 | (1,639) | 53,019 | |||||
| Total securities available for sale, including loaned securities | 5,643,459 | $ | 2,934 | $ | (581,493) | (2) | 5,064,900 | ||
| Less: loaned securities (3) | 56,198 | 47,189 | |||||||
| Total fixed-maturities available for sale | $ | 5,587,261 | $ | 5,017,711 |
(1)Includes mortgage insurance-linked notes purchased by Radian Group in connection with the Excess-of-Loss Program. See Note 8 for more information.
(2)See “Gross Unrealized Losses and Related Fair Value of Available for Sale Securities” below for additional details.
(3)Included in other assets in our condensed consolidated balance sheets as further described below. See “Loaned Securities” below for a discussion of our securities lending agreements.
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Gross Unrealized Losses and Related Fair Value of Available for Sale Securities
For securities deemed “available for sale” that are in an unrealized loss position and for which an allowance for credit loss has not been established, the following tables show the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates indicated. Included in the amounts as of June 30, 2023, and December 31, 2022, are loaned securities that are classified as other assets in our condensed consolidated balance sheets, as further described below.
| Unrealized losses on fixed-maturities available for sale by category and length of time | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | ||||||||||||||||||||||||||||||||
| ($ in thousands) | Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||
| Description of Securities | # of<br>Securities | Fair Value | Unrealized<br>Losses | # of<br>Securities | Fair Value | Unrealized<br>Losses | # of<br>Securities | Fair Value | Unrealized<br>Losses | |||||||||||||||||||||||
| U.S. government and agency securities | 5 | $ | 24,477 | $ | (917) | 15 | $ | 105,578 | $ | (25,506) | 20 | $ | 130,055 | $ | (26,423) | |||||||||||||||||
| State and municipal obligations | 20 | 73,260 | (2,557) | 41 | 68,825 | (14,318) | 61 | 142,085 | (16,875) | |||||||||||||||||||||||
| Corporate bonds and notes | 151 | 674,480 | (23,598) | 415 | 1,740,198 | (301,899) | 566 | 2,414,678 | (325,497) | |||||||||||||||||||||||
| RMBS | 39 | 295,011 | (10,636) | 144 | 545,432 | (84,549) | 183 | 840,443 | (95,185) | |||||||||||||||||||||||
| CMBS | 20 | 57,961 | (2,617) | 130 | 511,965 | (56,169) | 150 | 569,926 | (58,786) | |||||||||||||||||||||||
| CLO | 5 | 12,461 | (47) | 139 | 461,070 | (15,815) | 144 | 473,531 | (15,862) | |||||||||||||||||||||||
| Other ABS | 44 | 133,327 | (1,468) | 34 | 53,875 | (4,155) | 78 | 187,202 | (5,623) | |||||||||||||||||||||||
| Foreign government and agency securities | — | — | — | 1 | 5,017 | (106) | 1 | 5,017 | (106) | |||||||||||||||||||||||
| Total | 284 | $ | 1,270,977 | $ | (41,840) | 919 | $ | 3,491,960 | $ | (502,517) | 1,203 | $ | 4,762,937 | $ | (544,357) | December 31, 2022 | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||||
| ($ in thousands) | Less Than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||||||||
| Description of Securities | # of<br>Securities | Fair Value | Unrealized<br>Losses | # of<br>Securities | Fair Value | Unrealized<br>Losses | # of<br>Securities | Fair Value | Unrealized<br>Losses | |||||||||||||||||||||||
| U.S. government and agency securities | 14 | $ | 86,964 | $ | (21,370) | 10 | $ | 47,770 | $ | (7,532) | 24 | $ | 134,734 | $ | (28,902) | |||||||||||||||||
| State and municipal obligations | 43 | 116,285 | (14,231) | 20 | 25,401 | (7,708) | 63 | 141,686 | (21,939) | |||||||||||||||||||||||
| Corporate bonds and notes | 411 | 1,769,547 | (176,768) | 203 | 701,936 | (173,769) | 614 | 2,471,483 | (350,537) | |||||||||||||||||||||||
| RMBS | 124 | 610,812 | (46,117) | 59 | 261,370 | (52,442) | 183 | 872,182 | (98,559) | |||||||||||||||||||||||
| CMBS | 108 | 469,100 | (38,178) | 55 | 121,277 | (14,368) | 163 | 590,377 | (52,546) | |||||||||||||||||||||||
| CLO | 94 | 246,705 | (10,271) | 61 | 245,584 | (10,214) | 155 | 492,289 | (20,485) | |||||||||||||||||||||||
| Other ABS | 61 | 115,181 | (3,603) | 18 | 31,041 | (3,140) | 79 | 146,222 | (6,743) | |||||||||||||||||||||||
| Mortgage insurance-linked notes | 2 | 43,745 | (1,639) | — | — | — | 2 | 43,745 | (1,639) | |||||||||||||||||||||||
| Foreign government and agency securities | 1 | 4,975 | (143) | — | — | — | 1 | 4,975 | (143) | |||||||||||||||||||||||
| Total | 858 | $ | 3,463,314 | $ | (312,320) | 426 | $ | 1,434,379 | $ | (269,173) | 1,284 | $ | 4,897,693 | $ | (581,493) |
As of June 30, 2023, we did not expect to realize a loss for our investments in an unrealized loss position given our intent and ability to hold these investment securities until recovery of their amortized cost basis. See Note 2 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for information regarding our accounting policy for impairments of investments.
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Loaned Securities
We participate in a securities lending program whereby we loan certain securities in our investment portfolio to third-party borrowers for short periods of time. Although we report such securities at fair value within other assets in our condensed consolidated balance sheets, rather than within investments, the detailed information we provide in this Note 6 includes these securities.
All of our securities lending agreements are classified as overnight and revolving. Securities collateral on deposit with us from third-party borrowers totaling $20 million and $16 million as of June 30, 2023, and December 31, 2022, respectively, may not be transferred or re-pledged unless the third-party borrower is in default, and is therefore not reflected in our condensed consolidated financial statements.
See Note 5 herein for additional detail on the loaned securities, and see Note 6 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information about our accounting policies with respect to our securities lending agreements and the collateral requirements thereunder.
Net Gains (Losses) on Investments and Other Financial Instruments
Net gains (losses) on investments and other financial instruments consisted of the following.
| Net gains (losses) on investments and other financial instruments | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Net realized gains (losses) on investments sold or redeemed | ||||||||
| Fixed-maturities available for sale | ||||||||
| Gross realized gains | $ | 490 | $ | 713 | $ | 568 | $ | 2,143 |
| Gross realized losses | (5,644) | (4,653) | (10,954) | (8,061) | ||||
| Fixed-maturities available for sale, net | (5,154) | (3,940) | (10,386) | (5,918) | ||||
| Trading securities | (100) | (106) | (402) | (106) | ||||
| Equity securities | 1,890 | — | 1,890 | 1,655 | ||||
| Mortgage loans held for sale | 4 | — | 5 | — | ||||
| Other investments | 9 | 54 | 37 | 54 | ||||
| Net realized gains (losses) on investments sold or redeemed | (3,351) | (3,992) | (8,856) | (4,315) | ||||
| Change in unrealized gains (losses) on investments sold or redeemed | (1,092) | (28) | 253 | (2,198) | ||||
| Net unrealized gains (losses) on investments still held | ||||||||
| Trading securities | (966) | (8,221) | 1,092 | (21,138) | ||||
| Equity securities | 2,204 | (20,707) | 4,725 | (25,014) | ||||
| Mortgage loans held for sale | (196) | — | (110) | — | ||||
| Other investments | (110) | (185) | (110) | (421) | ||||
| Net unrealized gains (losses) on investments still held | 932 | (29,113) | 5,597 | (46,573) | ||||
| Total net gains (losses) on investments | (3,511) | (33,133) | (3,006) | (53,086) | ||||
| Net gains (losses) on other financial instruments (1) | 3,275 | (8,736) | 8,355 | (18,240) | ||||
| Net gains (losses) on investments and other financial instruments | $ | (236) | $ | (41,869) | $ | 5,349 | $ | (71,326) |
(1)Primarily reflects the change in fair value of the embedded derivatives associated with our Excess-of-Loss program. See Note 8 for more information.
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Contractual Maturities
The contractual maturities of fixed-maturities available for sale were as follows.
| Contractual maturities of fixed-maturities available for sale | ||||
|---|---|---|---|---|
| June 30, 2023 | ||||
| (In thousands) | Amortized Cost | Fair Value | ||
| Due in one year or less | $ | 111,170 | $ | 109,354 |
| Due after one year through five years (1) | 1,264,251 | 1,184,796 | ||
| Due after five years through 10 years (1) | 957,240 | 844,337 | ||
| Due after 10 years (1) | 894,764 | 722,676 | ||
| Asset-backed and mortgage-backed securities (2) | 2,509,664 | 2,339,056 | ||
| Total | 5,737,089 | 5,200,219 | ||
| Less: loaned securities | 51,967 | 44,322 | ||
| Total fixed-maturities available for sale | $ | 5,685,122 | $ | 5,155,897 |
(1)Actual maturities may differ as a result of calls before scheduled maturity.
(2)Includes RMBS, CMBS, CLO, Other ABS, mortgage insurance-linked notes and mortgage loans, which are not due at a single maturity date.
Other
Our fixed-maturities available for sale include securities totaling $13 million at both June 30, 2023, and December 31, 2022, on deposit and serving as collateral with various state regulatory authorities. Our fixed-maturities available for sale and trading securities also include securities serving as collateral for our FHLB advances. See Note 12 for additional information about our FHLB advances.
- Goodwill and Other Acquired Intangible Assets, Net
All of our goodwill and other acquired intangible assets relate to our homegenius segment. There was no change to our goodwill balance of $9.8 million during the three and six months ended June 30, 2023.
The following is a summary of the gross and net carrying amounts and accumulated amortization (including impairment) of our other acquired intangible assets as of the periods indicated.
| Other acquired intangible assets | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | December 31, 2022 | |||||||||||
| (In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||
| Client relationships | $ | 43,550 | $ | (40,809) | $ | 2,741 | $ | 43,550 | $ | (38,067) | $ | 5,483 |
For additional information on our accounting policies for goodwill and other acquired intangible assets, see Notes 2 and 7 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
- Reinsurance
In our mortgage insurance and title insurance businesses, we use reinsurance as part of our risk distribution strategy, including to manage our capital position and risk profile. The reinsurance arrangements for our mortgage insurance business include premiums ceded under the QSR Program and the Excess-of-Loss Program. The amount of credit that we receive under the PMIERs financial requirements for our third-party reinsurance transactions is subject to ongoing review and approval by the GSEs.
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The effect of all of our reinsurance programs on our net income is as follows.
| Reinsurance impacts on net premiums written and earned | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Premiums Written | Net Premiums Earned | |||||||||||||||
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||
| Direct | ||||||||||||||||
| Mortgage insurance | $ | 245,448 | $ | 243,808 | $ | 488,232 | $ | 485,026 | $ | 256,517 | $ | 256,830 | $ | 513,044 | $ | 515,126 |
| Title insurance | 2,797 | 7,117 | 4,685 | 16,279 | 2,797 | 7,117 | 4,685 | 16,279 | ||||||||
| Total direct | 248,245 | 250,925 | 492,917 | 501,305 | 259,314 | 263,947 | 517,729 | 531,405 | ||||||||
| Assumed (1) | ||||||||||||||||
| Mortgage insurance | — | 1,538 | — | 2,870 | — | 1,539 | — | 2,870 | ||||||||
| Ceded | ||||||||||||||||
| Mortgage insurance (2) | (30,909) | 3,298 | (44,273) | 9,108 | (45,785) | (11,460) | (70,862) | (25,913) | ||||||||
| Title insurance | (100) | (134) | (200) | (280) | (100) | (134) | (200) | (280) | ||||||||
| Total ceded (2) | (31,009) | 3,164 | (44,473) | 8,828 | (45,885) | (11,594) | (71,062) | (26,193) | ||||||||
| Total net premiums | $ | 217,236 | $ | 255,627 | $ | 448,444 | $ | 513,003 | $ | 213,429 | $ | 253,892 | $ | 446,667 | $ | 508,082 |
(1)Represents premiums from our participation in certain credit risk transfer programs. We discontinued our participation in these programs in December 2022 by novating these insurance policies to an unrelated third-party reinsurer. See Note 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information.
(2)Net of profit commission, which is impacted by the level of ceded losses recoverable, if any, on reinsurance transactions. See Note 11 for additional information on our reserve for losses and reinsurance recoverable. The second quarter of 2023 includes a $21 million increase in ceded premiums related to the tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. to purchase the mortgage insurance-linked notes issued by such entities. See “Excess of Loss Program” below for additional information.
| Other reinsurance impacts | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Ceding commissions earned (1) | $ | 5,052 | $ | 3,424 | $ | 10,303 | $ | 8,558 |
| Ceded losses (2) | (1,218) | (15,093) | (2,384) | (27,860) |
(1)Ceding commissions earned are primarily related to mortgage insurance and are included as an offset to expenses primarily in other operating expenses on our condensed consolidated statements of operations. Deferred ceding commissions of $23 million and $27 million are included in other liabilities on our condensed consolidated balance sheets at June 30, 2023, and December 31, 2022, respectively.
(2)Primarily all related to mortgage insurance.
QSR Program
2022 QSR Agreement
In the third quarter of 2022, Radian Guaranty entered into the 2022 QSR Agreement with a panel of third-party reinsurance providers to cede a contractual quota share percent of certain of our NIW, which includes both Recurring Premium Policies and Single Premium Policies (as set forth in the table below), subject to certain conditions, including a limitation on ceded RIF equal to $8.5 billion over the term of the agreement.
Radian Guaranty receives a ceding commission for ceded premiums earned pursuant to these transactions. Radian Guaranty is also entitled to receive a profit commission quarterly, subject to a final annual re-calculation, provided that the loss ratio on the loans covered under the agreement generally remains below the applicable prescribed thresholds. Losses on the ceded risk up to these thresholds reduce Radian Guaranty’s profit commission on a dollar-for-dollar basis.
As of July 1, 2023, Radian Guaranty is no longer ceding NIW under the 2022 QSR Agreement.
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Single Premium QSR Program
Radian Guaranty entered into each of the 2016 Single Premium QSR Agreement, 2018 Single Premium QSR Agreement and 2020 Single Premium QSR Agreement with panels of third-party reinsurers to cede a contractual quota share percent of our Single Premium NIW as of the effective date of each agreement (as set forth in the table below), subject to certain conditions.
Radian Guaranty receives a ceding commission for ceded premiums written pursuant to these transactions. Radian Guaranty also receives a profit commission annually, provided that the loss ratio on the loans covered under the agreement generally remains below the applicable prescribed thresholds. Losses on the ceded risk up to these thresholds reduce Radian Guaranty’s profit commission on a dollar-for-dollar basis.
As of January 1, 2022, Radian Guaranty is no longer ceding NIW under the Single Premium QSR Program.
The following table sets forth additional details regarding the QSR Program as of June 30, 2023.
| QSR Program (1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 QSR Agreement | 2020 Single Premium QSR Agreement | 2018 Single Premium QSR Agreement | 2016 Single Premium QSR Agreement | |||||
| NIW policy dates | Jan 1, 2022-<br>June 30, 2023 | Jan 1, 2020-<br>Dec 31, 2021 | Jan 1, 2018-<br>Dec 31, 2019 | Jan 1, 2012-<br>Dec 31, 2017 | ||||
| Effective date | July 1, 2022 | January 1, 2020 | January 1, 2018 | January 1, 2016 | ||||
| Scheduled termination date | June 30, 2033 | December 31, 2031 | December 31, 2029 | December 31, 2027 | ||||
| Optional termination date (2) | July 1, 2026 | January 1, 2024 | January 1, 2022 | January 1, 2020 | ||||
| Quota share % | 20% | 65% | 65% | 18% - 57% | ||||
| Ceding commission % | 20% | 25% | 25% | 25% | ||||
| Profit commission % | Up to 59% | Up to 56% | Up to 56% | Up to 55% | ||||
| (In millions) | As of June 30, 2023 | |||||||
| RIF ceded | $ | 4,611 | $ | 1,881 | $ | 791 | $ | 1,065 |
| (In millions) | As of December 31, 2022 | |||||||
| RIF ceded | $ | 3,307 | $ | 1,993 | $ | 876 | $ | 1,207 |
(1)Excludes the 2012 QSR Agreements, for which RIF ceded is no longer material.
(2)Radian Guaranty has the option, based on certain conditions and subject to a termination fee, to terminate any of the agreements at the end of any calendar quarter on or after the applicable optional termination date. If Radian Guaranty exercises this option in the future, it would result in Radian Guaranty reassuming the related RIF in exchange for a net payment to the reinsurers calculated in accordance with the terms of the applicable agreement. Radian Guaranty also may terminate any of the agreements prior to the scheduled termination date under certain circumstances, including if one or both of the GSEs no longer grant full PMIERs credit for the reinsurance.
2023 QSR Agreement
In July 2023, Radian Guaranty executed the 2023 QSR Agreement with a panel of third-party reinsurance providers. Under the 2023 QSR Agreement, starting July 1, 2023, we expect to cede 22.5% of policies issued by Radian Guaranty between July 1, 2023, and June 30, 2024, subject to certain conditions including a limitation on ceded RIF of $3.0 billion over the term of the agreement.
Radian Guaranty will receive a 20% ceding commission for ceded premiums earned pursuant to this transaction. Radian Guaranty will also receive an annual profit commission based on the performance of the loans subject to the agreement during each calendar year, provided that the loss ratio on the subject loans is below 55% for that calendar year. Radian Guaranty may discontinue ceding new policies under the agreement at the end of any calendar quarter.
The agreement is scheduled to terminate June 30, 2034. Radian Guaranty has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of July 1, 2027, or at the end of any calendar quarter thereafter, which would result in Radian Guaranty reassuming the related RIF in exchange for a net payment to the reinsurers calculated in accordance with the terms of the agreement. Radian Guaranty also may terminate this agreement prior to the scheduled termination date under certain circumstances, including if one or both of the GSEs no longer grant full PMIERs credit for the reinsurance.
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Excess-of-Loss Program
Radian Guaranty has entered into six fully collateralized reinsurance arrangements with the Eagle Re Issuers of which four remain active as of June 30, 2023, following the results of the tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd., as described below. For the respective coverage periods, Radian Guaranty retains the first-loss layer of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amounts. The Eagle Re Issuers provide second layer coverage up to the outstanding coverage amounts. For each of these reinsurance arrangements, the Eagle Re Issuers financed their coverage by issuing mortgage insurance-linked notes to eligible capital markets investors in unregistered private offerings.
The aggregate excess-of-loss reinsurance coverage for these arrangements decreases over the maturity period of the mortgage insurance-linked notes (either a 10-year or 12.5-year period depending on the transaction) as the principal balances of the underlying covered mortgages decrease and as any claims are paid by the applicable Eagle Re Issuer or the mortgage insurance is canceled. Radian Guaranty has rights to terminate the reinsurance agreements upon the occurrence of certain events, including an optional call feature that provides Radian Guaranty the right to terminate the transaction on or after the optional call date (5 or 7 years after the issuance of the insurance-linked notes depending on the transaction) and a right to exercise an optional clean-up call if the outstanding principal amount of the related insurance-linked notes falls below 10% of the initial principal balance of the related insurance-linked notes.
Under each of the reinsurance agreements, the outstanding reinsurance coverage amount will begin amortizing after an initial period in which a target level of credit enhancement is obtained and will stop amortizing if certain thresholds, or triggers, are reached, including a delinquency trigger event based on an elevated level of delinquencies as defined in the related insurance-linked notes transaction agreements. The insurance-linked notes issued by Eagle Re 2018-1 Ltd. are currently subject to a delinquency trigger event, which was first reported to the insurance-linked note investors on June 25, 2020. For the insurance-linked notes that are subject to a delinquency trigger event, both the amortization of the outstanding reinsurance coverage amount pursuant to our reinsurance arrangements with Eagle Re 2018-1 Ltd. and the amortization of the principal amount of the related insurance-linked notes issued by Eagle Re 2018-1 Ltd. have been suspended and will continue to be suspended during the pendency of the trigger event.
In September 2022, Radian Guaranty exercised its optional clean-up call right to terminate Radian Guaranty’s excess-of-loss reinsurance agreement with Eagle Re 2020-2 Ltd. In connection with the termination of Radian Guaranty’s excess-of-loss reinsurance agreement with Eagle Re 2020-2 Ltd., the insurance-linked notes issued by Eagle Re 2020-2 Ltd. were redeemed in full with a distribution of remaining collateral assets.
Given the diminished PMIERs capital benefit and risk mitigation values that Radian Guaranty was receiving from the reinsurance agreements, in June 2023 Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. conducted tender offers to purchase the mortgage insurance-linked notes that supported their reinsurance agreements with Radian Guaranty. As of June 30, 2023, $455 million and $332 million of the original principal amount of the Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. mortgage insurance-linked notes, respectively, had been validly tendered, representing 100% of the Eagle Re 2019-1 Ltd. mortgage insurance-linked notes and 82% of the Eagle Re 2020-1 Ltd. mortgage insurance-linked notes. The corresponding portion of the reinsurance agreements supported by the tendered notes were terminated.
As a result of these tender offers, Radian Guaranty incurred additional ceded premiums earned during the second quarter of 2023 of $21 million, consisting of $16 million related to the cost of tender premiums and associated expenses and $5 million related to the acceleration of deferred costs from the original executions of these transactions. Based on current projections and expectations, Radian Guaranty expects to save approximately $58 million of future ceded premiums over time as a result of these tenders, including a full recovery of the $21 million of the upfront one-time costs noted above within one year. In addition, as a result of these tender offers, Radian Guaranty reestablished certain contingency reserves related to Eagle Re 2019-1 Ltd. See Note 16 for additional detail on this impact.
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The following tables set forth additional details regarding the Excess-of-Loss Program as of June 30, 2023.
| Excess-of-Loss Program | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Eagle Re 2021-2 Ltd. | Eagle Re<br><br>2021-1 Ltd. (1) | Eagle Re<br>2020-1 Ltd. | Eagle Re<br>2019-1 Ltd. | Eagle Re<br><br>2018-1 Ltd. (1) | |||||
| Issued | November<br>2021 | April<br>2021 | February<br>2020 | April<br>2019 | November<br>2018 | |||||
| NIW policy dates | Jan 1, 2021-<br>Jul 31, 2021 | Aug 1, 2020-<br>Dec 31, 2020 | Jan 1, 2019-<br>Sep 30, 2019 | Jan 1, 2018-<br>Dec 31, 2018 | Jan 1, 2017-<br>Dec 31, 2017 | |||||
| Initial RIF | $ | 10,758 | $ | 11,061 | $ | 9,866 | $ | 10,705 | $ | 9,109 |
| Initial coverage | 484 | 498 | 488 | 562 | 434 | |||||
| Initial first layer retention | 242 | 221 | 202 | 268 | 205 | |||||
| (In millions) | As of June 30, 2023 | |||||||||
| RIF | $ | 8,443 | $ | 6,914 | $ | 2,206 | $ | — | $ | 1,341 |
| Remaining coverage | 417 | 302 | 29 | — | 276 | |||||
| First layer retention | 242 | 221 | 202 | — | 200 | |||||
| (In millions) | As of December 31, 2022 | |||||||||
| RIF | $ | 9,150 | $ | 7,758 | $ | 2,401 | $ | 1,769 | $ | 1,509 |
| Remaining coverage | 472 | 366 | 368 | 385 | 276 | |||||
| First layer retention | 242 | 221 | 202 | 263 | 200 |
(1)Radian Group purchased $45 million of Eagle Re 2021-1 Ltd. and $3 million of Eagle Re 2018-1 Ltd. outstanding principal amounts of the respective mortgage insurance-linked notes issued in connection with these reinsurance transactions. On our condensed consolidated balance sheet at June 30, 2023, these notes are included either in fixed-maturities available for sale or, if included in our securities lending program, in other assets. See Notes 5 and 6 for additional information.
The Eagle Re Issuers are not subsidiaries or affiliates of Radian Guaranty. Based on the accounting guidance that addresses VIEs, we have not consolidated any of the assets and liabilities of the Eagle Re Issuers in our financial statements, because Radian does not have: (i) the power to direct the activities that most significantly affect the Eagle Re Issuers’ economic performances or (ii) the obligation to absorb losses or the right to receive benefits from the Eagle Re Issuers that potentially could be significant to the Eagle Re Issuers. See Note 2 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for more information on our accounting treatment of VIEs.
The reinsurance premium due to the Eagle Re Issuers is calculated by multiplying the outstanding reinsurance coverage amount at the beginning of a period by a coupon rate, which is the sum of one-month LIBOR or SOFR, as applicable, plus a contractual risk margin, and then subtracting actual investment income collected on the assets in the reinsurance trust during the preceding month. As a result, the premiums we pay will vary based on: (i) the spread between LIBOR or SOFR, as provided in each applicable reinsurance agreement, and the rates on the investments held by the reinsurance trust and (ii) the outstanding amount of reinsurance coverage. SOFR is the effective benchmark rate for the majority of our reinsurance agreements with the Eagle Re Issuers as of June 30, 2023. In connection with the discontinuation of LIBOR effective June 30, 2023, the other remaining reinsurance agreements that are subject to LIBOR have been transitioned to SOFR effective for the third quarter of 2023.
As the reinsurance premium will vary based on changes in these rates, we concluded that the reinsurance agreements contain embedded derivatives, which we have accounted for separately as freestanding derivatives and recorded in other assets or other liabilities on our condensed consolidated balance sheets. Changes in the fair value of these embedded derivatives are recorded in net gains (losses) on investments and other financial instruments in our condensed consolidated statements of operations. See Note 5 herein and Note 5 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for more information on our fair value measurements of financial instruments, including our embedded derivatives.
In the event an Eagle Re Issuer is unable to meet its future obligations to us, if any, our insurance subsidiaries would be liable to make claims payments to our policyholders. In the event that all of the assets in the reinsurance trust (consisting of U.S. government money market funds, cash or U.S. Treasury securities) become worthless and the Eagle Re Issuer is unable to make its payments to us, our maximum potential loss would be the amount of mortgage insurance claim payments for losses on the insured policies, net of the aggregate reinsurance payments already received, up to the full aggregate excess-of-loss reinsurance coverage amount. In the same scenario, the related embedded derivative would no longer have value.
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The Eagle Re Issuers represent our only VIEs as of June 30, 2023, and December 31, 2022. The following table presents the total assets and liabilities of the Eagle Re Issuers as of the dates indicated.
| Total VIE assets and liabilities of Eagle Re Issuers (1) | ||||
|---|---|---|---|---|
| (In thousands) | June 30,<br>2023 | December 31,<br>2022 | ||
| Eagle Re 2021-2 Ltd. | $ | 416,744 | $ | 471,942 |
| Eagle Re 2021-1 Ltd. | 302,269 | 366,169 | ||
| Eagle Re 2018-1 Ltd. | 275,718 | 275,718 | ||
| Eagle Re 2020-1 Ltd. | 28,777 | 368,378 | ||
| Eagle Re 2019-1 Ltd. | — | 384,602 | ||
| Total | $ | 1,023,508 | $ | 1,866,809 |
(1)Assets held by the Eagle Re Issuers are required to be invested in U.S. government money market funds, cash or U.S. Treasury securities. Liabilities of the Eagle Re Issuers consist of their mortgage insurance-linked notes, as described above. Assets and liabilities are equal to each other for each of the Eagle Re Issuers.
Other Collateral
Although we use reinsurance as one of our risk management tools, reinsurance does not relieve us of our obligations to our policyholders. In the event the reinsurers are unable to meet their obligations to us, our insurance subsidiaries would be liable for any defaulted amounts. However, consistent with the PMIERs reinsurer counterparty collateral requirements, Radian Guaranty’s reinsurers have established trusts to help secure our potential cash recoveries. In addition to the total VIE assets of the Eagle Re Issuers discussed above, the amount held in reinsurance trusts was $186 million as of June 30, 2023, compared to $175 million as of December 31, 2022.
In addition, primarily for the Single Premium QSR Program, Radian Guaranty holds amounts related to ceded premiums written to collateralize the reinsurers’ obligations, which is reported in reinsurance funds withheld on our condensed consolidated balance sheets. Any loss recoveries and profit commissions paid to Radian Guaranty related to the Single Premium QSR Program are expected to be realized from this account.
See Note 8 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for more information about our reinsurance transactions.
- Other Assets
The following table shows the components of other assets as of the dates indicated.
| Other assets | ||||
|---|---|---|---|---|
| (In thousands) | June 30,<br>2023 | December 31,<br>2022 | ||
| Prepaid reinsurance premiums (1) | $ | 114,812 | $ | 141,402 |
| Company-owned life insurance (2) | 107,953 | 105,331 | ||
| Loaned securities (Note 5 and 6) | 89,919 | 112,139 | ||
| Right-of-use assets | 18,558 | 21,099 | ||
| Other | 43,890 | 47,053 | ||
| Total other assets | $ | 375,132 | $ | 427,024 |
(1)Relates primarily to our Single Premium QSR Program.
(2)We are the beneficiary of insurance policies on the lives of certain of our current and past officers and employees. The balances reported in other assets reflect the amounts that could be realized upon surrender of the insurance policies as of each respective date.
See Note 9 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for more information about our right-of-use assets and related impairment analysis.
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- Income Taxes
We use the estimated effective tax rate method to calculate income taxes in interim periods. Certain items, including those deemed to be unusual, infrequent or that cannot be reliably estimated, are excluded from the estimated annual tax rate. In these cases, the actual tax expense or benefit is reported in the same period as the related item.
As of June 30, 2023, and December 31, 2022, our current federal income tax liability was $24 million and $21 million, respectively, which primarily relates to applying the standards of accounting for uncertainty in income taxes, and is included as a component of other liabilities in our condensed consolidated balance sheets.
As a mortgage guaranty insurer, we are eligible for a tax deduction, subject to certain limitations, under Internal Revenue Code Section 832(e) for amounts required by state law or regulation to be set aside in statutory contingency reserves. The deduction is allowed only to the extent that, in conjunction with quarterly federal tax payment due dates, we purchase non-interest bearing U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury in an amount equal to the tax benefit derived from deducting any portion of our statutory contingency reserves. As of June 30, 2023, and December 31, 2022, we held $663 million and $596 million of these bonds, respectively, which are included as prepaid federal income taxes in our condensed consolidated balance sheets. The corresponding deduction of our statutory contingency reserves resulted in the recognition of a net deferred tax liability.
For additional information on our income taxes, including our accounting policies, see Notes 2 and 10 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
- Losses and LAE
Our reserve for losses and LAE, at the end of each period indicated, consisted of the following.
| Reserve for losses and LAE | |||||||
|---|---|---|---|---|---|---|---|
| (In thousands) | June 30,<br>2023 | December 31,<br>2022 | |||||
| Primary case | $ | 353,281 | $ | 398,874 | |||
| Primary IBNR and LAE | 10,483 | 12,169 | |||||
| Pool and other | 9,917 | 9,912 | |||||
| Mortgage insurance | 373,681 | 420,955 | |||||
| Title insurance | 5,753 | 5,888 | |||||
| Total reserve for losses and LAE | $ | 379,434 | $ | 426,843 | Table of Contents<br><br>Glossary | Radian Group Inc. and Subsidiaries<br>Notes to Unaudited Condensed Consolidated Financial Statements | |
| --- | --- |
For the periods indicated, the following table presents information relating to our mortgage insurance reserve for losses, including our IBNR reserve and LAE.
| Rollforward of mortgage insurance reserve for losses | ||||
|---|---|---|---|---|
| Six Months Ended<br>June 30, | ||||
| (In thousands) | 2023 | 2022 | ||
| Balance at beginning of period | $ | 420,955 | $ | 823,136 |
| Less: Reinsurance recoverables (1) | 24,727 | 66,676 | ||
| Balance at beginning of period, net of reinsurance recoverables | 396,228 | 756,460 | ||
| Add: Losses and LAE incurred in respect of default notices reported and unreported in: | ||||
| Current year (2) | 87,594 | 75,931 | ||
| Prior years | (126,081) | (274,397) | ||
| Total incurred | (38,487) | (198,466) | ||
| Deduct: Paid claims and LAE related to: | ||||
| Current year (2) | 40 | 165 | ||
| Prior years | 6,138 | 7,836 | ||
| Total paid | 6,178 | 8,001 | ||
| Balance at end of period, net of reinsurance recoverables | 351,563 | 549,993 | ||
| Add: Reinsurance recoverables (1) | 22,118 | 38,954 | ||
| Balance at end of period | $ | 373,681 | $ | 588,947 |
(1)Related to ceded losses recoverable, if any, on reinsurance transactions. See Note 8 for additional information.
(2)Related to underlying defaulted loans with a most recent default notice dated in the year indicated. For example, if a loan had defaulted in a prior year, but then subsequently cured and later re-defaulted in the current year, that default would be considered a current year default.
Reserve Activity
Incurred Losses
Total incurred losses are driven by: (i) case reserves established for new default notices, which are primarily impacted by both the number of new primary default notices received in the period and our related gross Default to Claim Rate assumption applied to those new defaults and (ii) reserve developments on prior period defaults, which are primarily impacted by changes to our prior Default to Claim Rate assumptions.
New primary default notices totaled 20,399 for the six months ended June 30, 2023, compared to 17,402 for the six months ended June 30, 2022, representing an increase of 17%. This increase in new primary defaults is consistent with the natural seasoning of the portfolio, given the increase in our IIF in recent years.
Our gross Default to Claim Rate assumption applied to new defaults was 8.0% as of both June 30, 2023, and June 30, 2022, as we continue to closely monitor the trends in Cures and claims paid for our default inventory, while also weighing the risks and uncertainties associated with the current economic environment.
Our provision for losses during both the first six months of 2023 and 2022 was positively impacted by favorable reserve development on prior year defaults, primarily as a result of more favorable trends in Cures than originally estimated. These Cures have been due primarily to favorable outcomes resulting from mortgage forbearance programs implemented in response to the COVID-19 pandemic as well as positive trends in home price appreciation, which has also contributed to a higher rate of claims that result in no ultimate loss and that are withdrawn by servicers as a result. These favorable observed trends resulted in reductions in our Default to Claim Rate and other reserve adjustments for prior year default notices. As the remaining number of defaults has continued to decline, the magnitude of the impact to our provision for losses from reserve development on prior year defaults has declined as well.
Claims Paid
Total claims paid were materially unchanged for the six months ended June 30, 2023, compared to the same period in 2022.
For additional information about our Reserve for Losses and LAE, including our accounting policies, see Notes 2 and 11 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
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- Borrowings and Financing Activities
The carrying value of our debt at June 30, 2023, and December 31, 2022, was as follows.
| Borrowings | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Interest rate | June 30,<br>2023 | December 31,<br>2022 | |||
| Senior notes | ||||||
| Senior Notes due 2024 | 4.500 | % | $ | 448,414 | $ | 447,805 |
| Senior Notes due 2025 | 6.625 | % | 521,306 | 520,305 | ||
| Senior Notes due 2027 | 4.875 | % | 445,890 | 445,394 | ||
| Total senior notes | $ | 1,415,610 | $ | 1,413,504 | ||
| ($ in thousands) | Average interest rate (1) | June 30,<br>2023 | December 31,<br>2022 | |||
| Secured borrowings | ||||||
| FHLB advances | ||||||
| FHLB advances due 2023 | 4.596 | % | $ | 75,036 | $ | 104,895 |
| FHLB advances due 2024 (2) | 3.222 | % | 32,371 | 32,371 | ||
| FHLB advances due 2025 | 2.340 | % | 12,684 | 9,984 | ||
| FHLB advances due 2026 | 4.469 | % | 1,835 | — | ||
| FHLB advances due 2027 | 2.562 | % | 7,887 | 6,436 | ||
| Total FHLB advances | 129,813 | 153,686 | ||||
| Mortgage financing facilities | 6.880 | % | 48,949 | 2,136 | ||
| Total secured borrowings | $ | 178,762 | $ | 155,822 |
(1)As of June 30, 2023. See “FHLB Advances” and “Mortgage Financing Facilities” below for more information.
(2)Includes $13.4 million of floating-rate advances with a weighted average interest rate of 5.26% and 3.62% as of June 30, 2023, and December 31, 2022, respectively, which resets daily based on changes in SOFR.
FHLB Advances
The principal balance of the FHLB advances is required to be collateralized by eligible assets with a fair value that must be maintained generally within a minimum range of 103% to 114% of the amount borrowed, depending on the type of assets pledged. Our fixed-maturities available for sale and trading securities include securities totaling $139 million and $164 million at June 30, 2023, and December 31, 2022, respectively, which serve as collateral for our FHLB advances to satisfy this requirement.
Mortgage Financing Facilities
In 2022, Radian Mortgage Capital entered into the Master Repurchase Agreements to finance the acquisition of residential mortgage loans and related mortgage loan assets. The Goldman Sachs Master Repurchase Agreement is an uncommitted mortgage loan repurchase facility that initially had a maximum borrowing amount of $300 million and was amended in July 2023 to reduce the maximum borrowing amount to $100 million. As part of the same amendment, the termination date of the Goldman Sachs Master Repurchase Agreement was extended from July 14, 2023, to September 14, 2023. The BMO Master Repurchase Agreement, which is also uncommitted, initially had a maximum borrowing amount of $300 million and was amended in April 2023 to reduce the maximum borrowing amount to $150 million. The termination date of the BMO Master Repurchase Agreement is currently September 27, 2023.
The borrowings under the Master Repurchase Agreements bear a variable interest rate based on the one-month SOFR, as adjusted, plus an applicable margin, with interest payable monthly. Principal is due upon the earliest of the sale or disposition of the related mortgage loans, the occurrence of certain default or acceleration events or at the termination date of the applicable Master Repurchase Agreement. As of June 30, 2023, there were $42 million and $7 million of outstanding borrowings under the BMO Master Repurchase Agreement and the Goldman Sachs Master Repurchase Agreement, respectively.
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Funds advanced under the Master Repurchase Agreements generally will be calculated as a percentage of the unpaid principal balance or fair value of the residential mortgage loan assets, depending on the credit characteristics of the loans being purchased. Our mortgage loans held for sale include loans totaling $51 million and $2 million at June 30, 2023, and December 31, 2022, respectively, which serve as collateral for the Master Repurchase Agreements to support the funds advanced.
Revolving Credit Facility
Radian Group has in place a $275 million unsecured revolving credit facility with a syndicate of bank lenders. As of June 30, 2023, there were no amounts outstanding under this facility.
Debt Covenants and Other Requirements
As of June 30, 2023, we are in compliance with all of our debt covenants, including for our senior notes.
In addition to the debt covenants under its financing facilities, Radian Mortgage Capital is also subject to certain requirements established by state and other regulators and loan purchasers, including Freddie Mac, such as certain minimum net worth and capital requirements. The most restrictive of these requirements requires Radian Mortgage Capital to maintain a minimum net worth of $2.6 million. To the extent these requirements are not met, these parties may exercise certain remedies, which may include, as applicable, prohibiting Radian Mortgage Capital from purchasing, selling, or servicing loans. As of June 30, 2023, Radian Mortgage Capital was in compliance with all such requirements.
For more information regarding our borrowings and financing activities, including certain terms, covenants and Parent Guarantees provided by Radian Group in connection with particular borrowings, see Note 12 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
- Commitments and Contingencies
Legal Proceedings
We are routinely involved in a number of legal actions and proceedings, including reviews, audits, inquiries, information-gathering requests and investigations by various regulatory entities, as well as litigation and other disputes arising in the ordinary course of our business. Legal actions and proceedings could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business.
Management believes, based on current knowledge and after consultation with counsel, that the outcome of currently pending or threatened actions will not have a material adverse effect on our consolidated financial condition or results of operations. The outcome of legal actions and proceedings is inherently uncertain, and it is possible that any one or more matters could have an adverse effect on our liquidity, financial condition or results of operations for any particular period.
Lease Liability
Our lease liability represents the present value of future lease payments over the lease term. Our operating lease liability was $44 million and $49 million as of June 30, 2023, and December 31, 2022, respectively, and is classified in other liabilities in our condensed consolidated balance sheets.
See Note 13 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for further information regarding our commitments and contingencies and our accounting policies for contingencies.
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- Capital Stock
Shares of Common Stock
The following table shows the changes in common stock outstanding for the year-to-date periods ended June 30, 2023, and December 31, 2022.
| Common stock outstanding | ||
|---|---|---|
| (In thousands) | June 30,<br>2023 | December 31,<br>2022 |
| Balance at beginning of period | 157,056 | 175,421 |
| Shares repurchased under share repurchase programs | (945) | (19,506) |
| Issuance of common stock under incentive and benefit plans, net of shares withheld for employee taxes | 1,239 | 1,141 |
| Balance at end of period | 157,350 | 157,056 |
Share Repurchase Activity
From time to time, Radian Group’s board of directors approves share repurchase programs authorizing the Company to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Radian generally operates its share repurchase programs pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which permits the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so.
In January 2023, Radian Group’s board of directors approved a share repurchase program authorizing the Company to spend up to $300 million, excluding commissions, to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Radian has implemented a trading plan under Rule 10b5-1 of the Exchange Act, which permits the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so. The authorization will expire in January 2025.
During the three and six months ended June 30, 2023, the Company purchased 229 thousand and 945 thousand shares at an average price of $21.88 and $21.19 per share, including commissions, respectively. As of June 30, 2023, purchase authority of up to $280 million remained available under this program.
Dividends and Dividend Equivalents
We declared quarterly cash dividends on our common stock equal to $0.20 per share during each quarter of 2022. In February 2023, Radian Group’s board of directors authorized an increase to the Company’s quarterly dividend from $0.20 to $0.225 per share, beginning with the dividend declared in the first quarter of 2023.
Share-Based and Other Compensation Programs
During the second quarter of 2023, certain executive and non-executive officers were granted time-vested and performance-based RSUs to be settled in common stock. The maximum payout of performance-based RSUs at the end of the three-year performance period is 200% of a grantee’s target number of RSUs granted. The vesting of the performance-based RSUs granted to certain executive and non-executive officers is based upon the cumulative growth in Radian’s book value per share over a three-year performance period, adjusted for certain defined items including our total shareholder return relative to certain peers, and, with the exception of certain retirement-eligible employees, continued service through the vesting date. Performance-based RSUs granted to executive officers are subject to a one-year post vesting holding period.
The time-vested RSU awards granted to certain executive and non-executive officers in the second quarter of 2023 generally vest in pro rata installments on each of the first three anniversaries of the grant date. In addition, time-vested RSU awards, which are generally subject to one-year cliff vesting, were also granted to non-employee directors. See Note 17 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information regarding the Company’s share-based and other compensation programs.
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Information with regard to RSUs to be settled in stock for the periods indicated is as follows.
| Rollforward of RSUs | ||||||
|---|---|---|---|---|---|---|
| Performance-Based | Time-Vested | |||||
| Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||
| Outstanding, December 31, 2022 (1) | 2,362,401 | $ | 17.59 | 1,891,800 | $ | 16.16 |
| Granted (2) | 561,550 | $ | 25.26 | 495,875 | $ | 25.03 |
| Performance adjustment (3) | 814,529 | $ | — | — | $ | — |
| Vested (4) | (1,083,080) | $ | 15.90 | (546,914) | $ | 18.35 |
| Forfeited | (25,059) | $ | 19.60 | (4,434) | $ | 21.13 |
| Outstanding, June 30, 2023 (1) | 2,630,341 | $ | 18.14 | 1,836,327 | $ | 17.90 |
(1)Outstanding RSUs represent shares that have not yet been issued because not all conditions necessary to earn the right to benefit from the instruments have been satisfied. For performance-based awards, the final number of RSUs distributed depends on the cumulative growth in Radian’s book value per share, adjusted for certain defined items, over the respective three-year performance period and, with the exception of certain retirement-eligible employees, continued service through the vesting date, which could result in changes to the number of vested RSUs.
(2)For performance-based RSUs, amount represents the number of target shares at grant date.
(3)For performance-based RSUs, amount represents the difference between the number of shares vested at settlement, which can range from 0 to 200% of target depending on results over the applicable performance periods, and the number of target shares at the grant date.
(4)Represents amounts vested during the year, including the impact of performance adjustments for performance-based awards.
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- Accumulated Other Comprehensive Income (Loss)
The following tables show the rollforward of accumulated other comprehensive income (loss) as of the periods indicated.
| Rollforward of accumulated other comprehensive income (loss) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, 2023 | Six Months Ended<br>June 30, 2023 | |||||||||||
| (In thousands) | Before Tax | Tax Effect | Net of Tax | Before Tax | Tax Effect | Net of Tax | ||||||
| Balance at beginning of period | $ | (489,410) | $ | (102,777) | $ | (386,633) | $ | (578,228) | $ | (121,429) | $ | (456,799) |
| Other comprehensive income (loss) | ||||||||||||
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected credit losses has not been recognized | (52,056) | (10,931) | (41,125) | 31,303 | 6,574 | 24,729 | ||||||
| Less: Reclassification adjustment for net gains (losses) on investments included in net income (1) | ||||||||||||
| Net realized gains (losses) on disposals and non-credit related impairment losses | (5,154) | (1,082) | (4,072) | (10,386) | (2,181) | (8,205) | ||||||
| Net unrealized gains (losses) on investments | (46,902) | (9,849) | (37,053) | 41,689 | 8,755 | 32,934 | ||||||
| Other adjustments to comprehensive income (loss), net | — | — | — | 227 | 48 | 179 | ||||||
| Other comprehensive income (loss) | (46,902) | (9,849) | (37,053) | 41,916 | 8,803 | 33,113 | ||||||
| Balance at end of period | $ | (536,312) | $ | (112,626) | $ | (423,686) | $ | (536,312) | $ | (112,626) | $ | (423,686) |
| Three Months Ended<br>June 30, 2022 | Six Months Ended<br>June 30, 2022 | |||||||||||
| (In thousands) | Before Tax | Tax Effect | Net of Tax | Before Tax | Tax Effect | Net of Tax | ||||||
| Balance at beginning of period | $ | (163,991) | $ | (34,438) | $ | (129,553) | $ | 152,016 | $ | 31,923 | $ | 120,093 |
| Other comprehensive income (loss) | ||||||||||||
| Unrealized holding gains (losses) on investments arising during the period for which an allowance for expected credit losses has not been recognized | (256,538) | (53,873) | (202,665) | (574,629) | (120,672) | (453,957) | ||||||
| Less: Reclassification adjustment for net gains (losses) on investments included in net income (1) | ||||||||||||
| Net realized gains (losses) on disposals and non-credit related impairment losses | (3,940) | (827) | (3,113) | (5,918) | (1,243) | (4,675) | ||||||
| Net unrealized gains (losses) on investments | (252,598) | (53,046) | (199,552) | (568,711) | (119,429) | (449,282) | ||||||
| Other adjustments to comprehensive income, net | — | — | — | 106 | 22 | 84 | ||||||
| Other comprehensive income (loss) | (252,598) | (53,046) | (199,552) | (568,605) | (119,407) | (449,198) | ||||||
| Balance at end of period | $ | (416,589) | $ | (87,484) | $ | (329,105) | $ | (416,589) | $ | (87,484) | $ | (329,105) |
(1)Included in net gains (losses) on investments and other financial instruments on our condensed consolidated statements of operations.
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- Statutory Information
Our insurance subsidiaries’ statutory net income (loss) for the six months ended June 30, 2023 and 2022, and statutory policyholders’ surplus as of June 30, 2023, and December 31, 2022, were as follows.
| Statutory net income (loss) | ||||
|---|---|---|---|---|
| Six Months Ended June 30, | ||||
| (In thousands) | 2023 | 2022 | ||
| Radian Guaranty (1) | $ | 382,173 | $ | 578,470 |
| Other mortgage subsidiaries | (261) | 1,082 | ||
| Radian Title Insurance | 808 | 1,964 | ||
| Statutory policyholders’ surplus | ||||
| (In thousands) | June 30,<br>2023 | December 31,<br>2022 | ||
| Radian Guaranty | $ | 668,333 | $ | 758,467 |
| Other mortgage subsidiaries | 17,268 | 17,086 | ||
| Radian Title Insurance | 40,055 | 39,285 |
(1)The amount for 2022 has been updated to reflect the merger of Radian Reinsurance into Radian Guaranty in December 2022. See Note 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for details regarding this merger.
Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a maximum ratio of net RIF relative to statutory capital, or Risk-to-capital. The most common Statutory RBC Requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1. In certain of the RBC States, a mortgage insurer must satisfy an MPP Requirement. Radian Guaranty was in compliance with all applicable Statutory RBC Requirements and MPP Requirements in each of the RBC States as of June 30, 2023. Radian Guaranty’s Risk-to-capital was 10.8:1 and 10.7:1 as of June 30, 2023, and December 31, 2022, respectively. For purposes of the Risk-to-capital requirements imposed by certain states, statutory capital is defined as the sum of statutory policyholders’ surplus plus statutory contingency reserves. Our other mortgage insurance and title insurance subsidiaries were also in compliance with all statutory and counterparty capital requirements as of June 30, 2023.
In addition, in order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. At June 30, 2023, Radian Guaranty, an approved mortgage insurer under the PMIERs, was in compliance with the current PMIERs financial requirements.
State insurance regulations include various capital requirements and dividend restrictions based on our insurance subsidiaries’ statutory financial position and results of operations. As of June 30, 2023, the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $4.4 billion of our consolidated net assets.
While all proposed dividends and distributions to stockholders must be filed with the Pennsylvania Insurance Department prior to payment, if a Pennsylvania domiciled insurer has positive unassigned surplus, such insurer can pay dividends or other distributions during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus or (ii) the preceding year’s statutory net income, in each case without the prior approval of the Pennsylvania Insurance Department. Aided by the positive impacts of the merger with Radian Reinsurance in December 2022, Radian Guaranty had positive unassigned surplus of $258 million as of December 31, 2022. As a result, beginning with the first quarter of 2023, Radian Guaranty has the ability to pay ordinary dividends, and in both March and May 2023, paid an ordinary dividend in the amount of $100 million in cash and marketable securities. Subsequent to the payment of these dividends and the impact from the reestablishment of $39 million in contingency reserves related to the termination of certain reinsurance agreements as a result of the tender offers by certain Eagle Re Issuers described in Note 8, as of June 30, 2023, Radian Guaranty had positive unassigned surplus of $168 million.
For a full description of our compliance with statutory and other regulations for our mortgage insurance and title insurance businesses, including statutory capital requirements and dividend restrictions, see Note 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The disclosures in this quarterly report are complementary to those made in our 2022 Form 10-K and should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this report, as well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2022 Form 10-K.
The following analysis of our financial condition and results of operations for the three and six months ended June 30, 2023, provides information that evaluates our financial condition as of June 30, 2023, compared with December 31, 2022, and our results of operations for the three and six months ended June 30, 2023, compared to the same periods last year.
Certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report. In addition, investors should review the “Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions” herein, and “Item 1A. Risk Factors” in our 2022 Form 10-K for a discussion of those risks and uncertainties that have the potential to adversely affect our business, financial condition, results of operations, cash flows or prospects. Our results of operations for interim periods are not necessarily indicative of results to be expected for the full year or for any other period. See “Overview” below and Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Index to Item 2
| Item | Page |
|---|---|
| Overview | 41 |
| Key Factors Affecting Our Results | 43 |
| Mortgage Insurance Portfolio | 43 |
| Results of Operations—Consolidated | 47 |
| Results of Operations—Mortgage | 52 |
| Results of Operations—homegenius | 58 |
| Results of Operations—All Other | 60 |
| Liquidity and Capital Resources | 61 |
| Critical Accounting Estimates | 65 |
Overview
We are a diversified mortgage and real estate business with two reportable business segments—Mortgage and homegenius.
Our Mortgage segment aggregates, manages and distributes U.S. mortgage credit risk for the benefit of mortgage lending institutions and mortgage credit investors, principally through private mortgage insurance on residential first-lien mortgage loans, and also provides contract underwriting and other credit risk management solutions to our customers. Our homegenius segment offers an array of title, real estate and real estate technology products and services to consumers, mortgage lenders, mortgage and real estate investors, GSEs, real estate brokers and agents.
Current Operating Environment
As a seller of mortgage credit protection and other mortgage and credit risk management solutions and real estate products and services, our business results are subject to macroeconomic conditions and specific events that impact the housing, housing finance and related real estate markets, the credit performance of our mortgage insurance portfolio and our future business opportunities, as well as seasonal fluctuations that specifically affect the mortgage origination and real estate environments. The performance of our Mortgage business is particularly influenced by housing prices, inflationary pressures, interest rate changes, unemployment levels, mortgage originations and the availability of credit, national and regional economic conditions and other events, including legislative and regulatory developments, that impact the housing and real estate markets and the ability of borrowers to remain current on their mortgages, most of which are beyond our control.
Annual inflation in the U.S. reached a 40-year high in 2022. While inflation has moderated in 2023, the U.S. economy continues to experience a high rate of inflation, as well as slower economic growth and the risks of a recession and of higher
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unemployment rates. Actions taken by the U.S. Federal Reserve to increase interest rates in response to the inflationary trends that started in 2021 resulted in a sharp and significant increase in mortgage interest rates during 2022, with mortgage rates more than doubling to nearly 7% at the end of 2022. The U.S. Federal Reserve continued to raise rates in 2023, most recently in July 2023, and additional rate increases are possible. These economic conditions have negatively impacted the U.S. housing market, including broadly reducing refinance activity. In addition, these conditions resulted in decreases in home prices in many markets in 2022 from what had been record highs. More recently, industry data suggest that home prices are beginning to stabilize. As further discussed below, we expect that the current economic environment will continue to negatively impact certain aspects of our results, including lower NIW, lower homegenius revenues and higher mortgage insurance defaults. At the same time, we also expect the higher interest rate environment to continue to benefit us through higher Persistency Rates that will favorably impact our IIF, as well as through the recognition of higher net investment income, as further discussed below.
We wrote NIW of $28.2 billion in the first half of 2023, a decrease of 25% compared to our NIW in the first half of 2022 due to the reduction in housing market activity resulting from current economic conditions. We expect the current economic environment to continue to negatively impact our NIW volumes for the near future. Longer-term, however, we continue to believe that the housing market fundamentals and outlook remain favorable, including demographics supporting growth in the population of first-time homebuyers and a constrained supply of homes available for sale. While the recent increases in mortgage interest rates have significantly reduced refinance demand, they have also resulted in a decrease in policy cancellations, which has increased our Persistency Rate, and in turn contributed to growth in our IIF. Further, in response to the current macroeconomic trends, in our mortgage insurance business we increased pricing in 2022 and 2023. See “Mortgage Insurance Portfolio” for additional details on our NIW and IIF.
The same inflationary pressures and higher interest rate environment discussed above have also negatively impacted our homegenius businesses, due primarily to the rapid decline in industry-wide purchase and refinance volumes. Despite steps taken since the beginning of 2022 to align our workforce to the current and expected needs of the business and reduce our operating expenses, the larger decline in homegenius revenues since the beginning of 2022 has resulted in ongoing losses for that business segment.
The sharp increases in interest rates throughout 2022 also materially affected the fair value of our investment portfolio, resulting in unrealized losses on investments in 2022. As of June 30, 2023, the fair value of our portfolio continues to be significantly below its amortized cost. As of June 30, 2023, we did not expect to realize a loss for our investments in an unrealized loss position given our intent and ability to hold these investment securities until recovery of their amortized cost basis. While the decrease in the fair value of our investments due to higher market interest rates has negatively affected our comprehensive income and stockholders’ equity in recent periods, this higher interest rate environment has also resulted in the recognition of higher net investment income, which is expected to continue in future periods. See Note 6 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information about our investments.
The onset of the COVID-19 pandemic resulted in a significant increase in unemployment, which had a negative impact on the economy. As a result, we experienced a material increase in new defaults beginning in the second quarter of 2020, substantially all of which related to loans subject to mortgage forbearance programs implemented in response to the COVID-19 pandemic. This increase in new defaults had a negative effect on our results of operations and our reserve for losses for that year. While subsequent trends in Cures have been more favorable than original expectations, resulting in favorable loss reserve development on prior period defaults in 2022 and in the first half of 2023, the deteriorating economic conditions discussed above have contributed to a higher level of overall new default activity, including a higher level of new defaults from more recent vintages, and increased the likelihood that we will experience lower levels of Cures in our mortgage insurance portfolio in future periods. The number, timing and duration of new defaults and, in turn, the number of defaults that ultimately result in claims will depend on a variety of factors, including the overall economic environment and on the number and timing of Cures and the net impact on IIF from our Persistency Rate and future NIW. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our reserve for losses.
We believe that the range of risk distribution transactions and strategies that we utilize to mitigate credit risk and financial volatility through varying economic cycles has increased our financial strength and flexibility. Following the tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. in June 2023, 71% of our primary RIF is subject to a form of risk distribution as of June 30, 2023. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information. Our use of risk distribution structures has reduced our required capital and enhanced our projected return on capital, and we expect these structures to provide a level of credit protection in periods of economic stress. See “Mortgage Insurance Portfolio—Risk Distribution” for additional information.
Despite risks and uncertainties, we believe that the steps we have taken in recent years, including by improving our capital and liquidity positions, enhancing our financial flexibility, implementing greater risk-based granularity into our pricing methodologies and increasing our use of risk distribution strategies to lower the risk profile and financial volatility of our mortgage insurance portfolio, have helped position the Company to better withstand the negative effects from the macroeconomic stresses discussed above, including those resulting from the high rate of inflation and higher interest rates.
For a detailed discussion of the risks and uncertainties discussed above, as well as other risks and uncertainties impacting our business, see “Item 1A. Risk Factors” in our 2022 Form 10-K.
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Legislative and Regulatory Developments
We are subject to comprehensive regulation by both federal and state regulatory authorities. For a description of significant state and federal regulations and other requirements of the GSEs that are applicable to our businesses, as well as legislative and regulatory developments affecting the housing finance industry, see “Item 1. Business—Regulation” in our 2022 Form 10-K. Except as discussed below, there were no significant regulatory developments impacting our businesses from those discussed in our 2022 Form 10-K.
In March 2023, the FHFA announced that the GSEs will enhance their payment deferral policies, to allow borrowers who have recently resolved a financial hardship to defer up to six months of mortgage payments. The new policies have a voluntary early adoption date of July 1, 2023, and a mandatory adoption date of October 1, 2023. Under the enhanced payment deferral policies, servicers must defer certain amounts, including past due principal and interest, as a non-interest bearing balance, due and payable at maturity, sale, refinance or payoff of the mortgage loan. This change extends eligibility for the GSEs’ payment deferral workout beyond the payment deferral option for borrowers transitioning out of a COVID-19 related forbearance plan.
On April 10, 2023, President Biden signed legislation terminating the COVID-19 national emergency. As previously disclosed in our 2022 Form 10-K, the termination of the COVID-19 national emergency may be interpreted by the GSEs and others to likewise result in the termination of the requirements under the Coronavirus Aid, Relief, and Economic Security Act signed into law on March 27, 2020, to provide COVID-19 related forbearance. Currently, COVID-19 forbearance continues to be available from the GSEs.
As previously disclosed, in October 2022, the FHFA announced that the GSEs will replace their use of Classic FICO credit scores with FICO 10T and VantageScore 4.0 credit scores, which are intended to improve accuracy by capturing additional payment histories for borrowers when available, such as rent, utilities, and telecom payments. The GSEs will require both of the new credit scores, along with credit reports from two, rather than three, of the credit reporting agencies. The implementation timeline for the transition to the new credit scores is expected to be a multi-year effort. The FHFA has released a proposed timeline for implementing the changes that anticipates that most of the transition would be implemented by the end of 2025, however, the ultimate timeline for implementation is still uncertain.
Key Factors Affecting Our Results
The key factors affecting our results are discussed in our 2022 Form 10-K. There have been no material changes to these key factors.
Mortgage Insurance Portfolio
New Insurance Written
We wrote $16.9 billion and $28.2 billion of primary new mortgage insurance in the three and six months ended June 30, 2023, respectively, compared to $18.9 billion and $37.6 billion of NIW in the three and six months ended June 30, 2022, respectively.
Our NIW decreased by 11% and 25% for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022, due primarily to a broad decline in U.S. housing market activity resulting from higher mortgage interest rates. According to industry estimates, total mortgage origination volume was lower for the three and six months ended June 30, 2023, as compared to the comparable periods in 2022, due to a significant decline in home purchases and mortgage refinance activity.
Although it is difficult to project future volumes, recent market projections for 2023 estimate total mortgage originations of approximately $1.7 trillion, which would represent a decline in the total annual mortgage origination market of approximately 27% as compared to 2022, with a private mortgage insurance market of approximately $325 billion. This outlook anticipates a 55% decrease in refinance originations in 2023 as well as a 15% decline in purchase originations driven by increases in interest rates and declining home sales volume. In “Item 1A. Risk Factors” in our 2022 Form 10-K, see “A decrease in the volume of mortgage originations could result in fewer opportunities for us to write new mortgage insurance business and conduct our homegenius businesses” for more information.
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The following table provides selected information for the periods indicated related to our mortgage insurance NIW. For direct Single Premium Policies, NIW includes policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).
| NIW | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| ($ in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||
| NIW | $ | 16,946 | $ | 18,935 | $ | 28,191 | $ | 37,551 | ||||
| Primary risk written | $ | 4,383 | $ | 4,848 | $ | 7,286 | $ | 9,642 | ||||
| Average coverage percentage | 25.9 | % | 25.6 | % | 25.8 | % | 25.7 | % | ||||
| NIW by loan purpose | ||||||||||||
| Purchases | 98.6 | % | 97.1 | % | 98.2 | % | 94.3 | % | ||||
| Refinances | 1.4 | % | 2.9 | % | 1.8 | % | 5.7 | % | ||||
| Total borrower-paid NIW | 99.6 | % | 99.2 | % | 99.5 | % | 99.2 | % | ||||
| NIW by premium type | ||||||||||||
| Direct Monthly and Other Recurring Premiums | 96.5 | % | 95.4 | % | 95.8 | % | 94.9 | % | ||||
| Direct single premiums (1) | 3.5 | % | 4.6 | % | 4.2 | % | 5.1 | % | ||||
| NIW by FICO score (2) | ||||||||||||
| >=740 | 66.1 | % | 59.6 | % | 64.0 | % | 58.3 | % | ||||
| 680-739 | 28.4 | % | 32.3 | % | 30.1 | % | 34.0 | % | ||||
| 620-679 | 5.5 | % | 8.1 | % | 5.9 | % | 7.7 | % | ||||
| <=619 | — | % | — | % | — | % | — | % | ||||
| NIW by LTV | ||||||||||||
| 95.01% and above | 17.9 | % | 17.7 | % | 17.8 | % | 16.2 | % | ||||
| 90.01% to 95.00% | 39.1 | % | 39.9 | % | 39.5 | % | 40.9 | % | ||||
| 85.01% to 90.00% | 29.5 | % | 26.7 | % | 29.2 | % | 28.1 | % | ||||
| 85.00% and below | 13.5 | % | 15.7 | % | 13.5 | % | 14.8 | % |
(1)Borrower-paid Single Premium Policies were 3.3% and 4.0% of NIW for the three and six months ended June 30, 2023, respectively, compared to 4.4% and 4.9% for the same periods in 2022, respectively.
(2)For loans with multiple borrowers, the percentage of NIW by FICO score represents the lowest of the borrowers’ FICO scores.
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Insurance and Risk in Force
| IIF by origination vintage (1) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ($ in billions) | Insurance in Force as of: | |||||||||||
| Vintage written in: | June 30, 2023 | December 31, 2022 | June 30, 2022 | |||||||||
| 2023 | $ | 27.8 | 10.4 | % | $ | — | — | % | $ | — | — | % |
| 2022 | 62.6 | 23.5 | 65.2 | 25.0 | 36.9 | 14.5 | ||||||
| 2021 | 71.9 | 26.9 | 77.3 | 29.6 | 82.0 | 32.3 | ||||||
| 2020 | 50.9 | 19.1 | 57.7 | 22.1 | 65.5 | 25.7 | ||||||
| 2019 | 16.2 | 6.1 | 17.9 | 6.8 | 20.0 | 7.8 | ||||||
| 2018 | 8.1 | 3.0 | 9.0 | 3.5 | 10.1 | 4.0 | ||||||
| 2009 - 2017 | 21.1 | 7.9 | 24.9 | 9.5 | 29.6 | 11.7 | ||||||
| 2008 & Prior (2) | 8.3 | 3.1 | 9.0 | 3.5 | 10.1 | 4.0 | ||||||
| Total | $ | 266.9 | 100.0 | % | $ | 261.0 | 100.0 | % | $ | 254.2 | 100.0 | % |
(1)Policy years represent the original policy years and have not been adjusted to reflect subsequent refinancing activity under the Home Affordable Refinance Program (“HARP”).
(2)Includes loans that were subsequently refinanced under HARP.
Our IIF is the primary driver of the future premiums that we expect to earn over time. IIF increased to $266.9 billion at June 30, 2023, from $261.0 billion at December 31, 2022, reflecting the impact of our NIW offset by policy cancellations for the first six months of 2023. Our IIF at June 30, 2023, increased 5% as compared to the same period last year, reflecting an 8% increase in Monthly Premium Policies in force partially offset by a 12% decline in Single Premium Policies in force.
Historically, there is a close correlation between interest rates and Persistency Rates. Higher interest rate environments generally decrease refinancings, which decrease the cancellation rate of our insurance and positively affect our Persistency Rates. As shown in the table below, our 12-month Persistency Rate at June 30, 2023, increased significantly as compared to June 30, 2022. The increase in our Persistency Rate at June 30, 2023, was primarily attributable to decreased refinance activity due to increases in mortgage interest rates, as compared to the same period in the prior year. As of June 30, 2023, 77% of our IIF had a mortgage note interest rate of 5.0% or less. Given the increase in market mortgage interest rates, which, based on reported industry averages, now exceed that level, we would expect a continued positive impact on our Persistency Rates.
Throughout this report, unless otherwise noted, RIF is presented on a gross basis and includes the amount ceded under reinsurance. RIF and IIF for direct Single Premium Policies include policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).
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The following table provides selected information as of and for the periods indicated related to mortgage insurance IIF and RIF.
| IIF and RIF | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) | June 30, 2023 | December 31, 2022 | June 30, 2022 | ||||||
| Primary IIF | $ | 266,859 | $ | 260,994 | $ | 254,226 | |||
| Primary RIF | $ | 68,323 | $ | 66,094 | $ | 63,770 | |||
| Average coverage percentage | 25.6 | % | 25.3 | % | 25.1 | % | |||
| Persistency Rate (12 months ended) | 82.8 | % | 79.6 | % | 71.7 | % | |||
| Persistency Rate (quarterly, annualized) (1) | 83.5 | % | 84.1 | % | 79.8 | % | |||
| Total borrower-paid RIF | 94.3 | % | 93.3 | % | 92.1 | % | |||
| Primary RIF by premium type | |||||||||
| Direct Monthly and Other Recurring Premiums | 88.2 | % | 87.1 | % | 85.6 | % | |||
| Direct single premiums (2) | 11.8 | % | 12.9 | % | 14.4 | % | |||
| Primary RIF by FICO score (3) | |||||||||
| >=740 | 57.8 | % | 57.4 | % | 57.2 | % | |||
| 680-739 | 34.3 | % | 34.6 | % | 34.9 | % | |||
| 620-679 | 7.5 | % | 7.6 | % | 7.5 | % | |||
| <=619 | 0.4 | % | 0.4 | % | 0.4 | % | |||
| Primary RIF by LTV | |||||||||
| 95.01% and above | 18.0 | % | 17.1 | % | 16.1 | % | |||
| 90.01% to 95.00% | 48.4 | % | 48.4 | % | 48.7 | % | |||
| 85.01% to 90.00% | 26.9 | % | 27.2 | % | 27.4 | % | |||
| 85.00% and below | 6.7 | % | 7.3 | % | 7.8 | % |
(1)The Persistency Rate on a quarterly, annualized basis is calculated based on loan-level detail for the quarter ending as of the date shown. It may be impacted by seasonality or other factors, including the level of refinance activity during the applicable periods, and may not be indicative of full-year trends.
(2)Borrower-paid Single Premium Policies were 7.3%, 7.7% and 8.1% of primary RIF for the periods indicated, respectively.
(3)For loans with multiple borrowers, the percentage of primary RIF by FICO score represents the lowest of the borrowers’ FICO scores.
Risk Distribution
We use third-party reinsurance in our mortgage insurance business as part of our risk distribution strategy, including to manage our capital position and risk profile. When we enter into a reinsurance agreement, the reinsurer receives a premium and, in exchange, insures an agreed-upon portion of incurred losses. While these arrangements have the impact of reducing our earned premiums, they also reduce our required capital and are expected to increase our return on required capital for the related policies.
The impact of these programs on our financial results will vary depending on the level of ceded RIF, as well as the levels of prepayments and incurred losses on the reinsured portfolios, among other factors. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage—Risk Distribution” in our 2022 Form 10-K and Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements in this report for more information about our reinsurance transactions.
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The table below provides information about the amounts by which Radian Guaranty’s reinsurance programs reduced its Minimum Required Assets as of the dates indicated.
| PMIERs benefit from risk distribution | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | June 30, 2023 | December 31, 2022 | June 30, 2022 | ||||||
| PMIERs impact - reduction in Minimum Required Assets | |||||||||
| Excess-of-Loss Program (1) | $ | 537,230 | $ | 665,617 | $ | 785,705 | |||
| 2022 QSR Agreement | 325,194 | 233,532 | — | ||||||
| Single Premium QSR Program | 207,571 | 231,339 | 268,847 | ||||||
| 2012 QSR Agreements | 6,872 | 8,357 | 10,226 | ||||||
| Total PMIERs impact | $ | 1,076,867 | $ | 1,138,845 | $ | 1,064,778 | |||
| Percentage of gross Minimum Required Assets | 21.1 | % | 22.9 | % | 22.1 | % |
(1)The tender offers in the second quarter of 2023 conducted by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. had no effect on the benefit to Minimum Required Assets. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for more information on these tender offers and related impacts.
See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Net Premiums Earned” for information about the impact on premiums earned from each of Radian Guaranty’s reinsurance programs.
Results of Operations—Consolidated
Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. Our consolidated operating results for the three and six months ended June 30, 2023, and June 30, 2022, primarily reflect the financial results and performance of our two business segments—Mortgage and homegenius. See “Results of Operations—Mortgage” and “Results of Operations—homegenius” for the operating results of these business segments for the three and six months ended June 30, 2023, compared to the same periods in 2022.
In addition to the results of our operating segments, pretax income (loss) is also affected by those factors described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results” in our 2022 Form 10-K.
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The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2023 and 2022.
| Summary results of operations - Consolidated | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||||||||
| ($ in thousands, except per-share amounts) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||||||||
| Revenues | ||||||||||||||||||
| Net premiums earned | $ | 213,429 | $ | 253,892 | $ | (40,463) | $ | 446,667 | $ | 508,082 | $ | (61,415) | ||||||
| Services revenue | 11,797 | 27,281 | (15,484) | 22,781 | 56,629 | (33,848) | ||||||||||||
| Net investment income | 64,182 | 46,957 | 17,225 | 123,403 | 85,153 | 38,250 | ||||||||||||
| Net gains (losses) on investments and other financial instruments | (236) | (41,869) | 41,633 | 5,349 | (71,326) | 76,675 | ||||||||||||
| Other income | 1,241 | 572 | 669 | 2,833 | 1,275 | 1,558 | ||||||||||||
| Total revenues | 290,413 | 286,833 | 3,580 | 601,033 | 579,813 | 21,220 | ||||||||||||
| Expenses | ||||||||||||||||||
| Provision for losses | (21,632) | (113,922) | (92,290) | (38,561) | (197,676) | (159,115) | ||||||||||||
| Policy acquisition costs | 5,218 | 5,940 | 722 | 11,511 | 12,545 | 1,034 | ||||||||||||
| Cost of services | 10,257 | 22,760 | 12,503 | 20,655 | 47,513 | 26,858 | ||||||||||||
| Other operating expenses | 89,885 | 90,495 | 610 | 173,154 | 180,036 | 6,882 | ||||||||||||
| Interest expense | 22,639 | 20,831 | (1,808) | 44,846 | 41,677 | (3,169) | ||||||||||||
| Amortization of other acquired intangible assets | 1,370 | 849 | (521) | 2,741 | 1,698 | (1,043) | ||||||||||||
| Total expenses | 107,737 | 26,953 | (80,784) | 214,346 | 85,793 | (128,553) | ||||||||||||
| Pretax income | 182,676 | 259,880 | (77,204) | 386,687 | 494,020 | (107,333) | ||||||||||||
| Income tax provision | 36,589 | 58,687 | 22,098 | 82,843 | 111,696 | 28,853 | ||||||||||||
| Net income | $ | 146,087 | $ | 201,193 | $ | (55,106) | $ | 303,844 | $ | 382,324 | $ | (78,480) | ||||||
| Diluted net income per share | $ | 0.91 | $ | 1.15 | $ | (0.24) | $ | 1.89 | $ | 2.16 | $ | (0.27) | ||||||
| Return on equity | 14.1 | % | 19.9 | % | (5.8) | % | 15.0 | % | 18.7 | % | (3.7) | % | ||||||
| Non-GAAP Financial Measures (1) | ||||||||||||||||||
| Adjusted pretax operating income | $ | 184,375 | $ | 302,033 | $ | (117,658) | $ | 384,238 | $ | 566,981 | $ | (182,743) | ||||||
| Adjusted diluted net operating income per share | $ | 0.91 | $ | 1.36 | $ | (0.45) | $ | 1.88 | $ | 2.53 | $ | (0.65) | ||||||
| Adjusted net operating return on equity | 14.1 | % | 23.6 | % | (9.5) | % | 15.0 | % | 21.9 | % | (6.9) | % |
(1)See “Use of Non-GAAP Financial Measures” below.
Revenues
Net Premiums Earned. The decrease in net premiums earned for the three and six months ended June 30, 2023, as compared to the same periods in 2022, reflects a decrease in net premiums earned in both our mortgage insurance and title insurance businesses in 2023. The decrease in net premiums earned in our mortgage insurance business in the second quarter of 2023 reflects additional ceded premiums earned, primarily due to costs associated with the tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. to purchase the mortgage insurance-linked notes that supported their reinsurance agreements with Radian Guaranty. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Net Premiums Earned” and “Results of Operations—
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homegenius—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Net Premiums Earned” for more information.
Services Revenue. Services revenue for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily driven by the general market decline in mortgage origination volume as well as other market and macroeconomic conditions, as further described in “Overview—Current Operating Environment.” See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Services Revenue” and “Results of Operations—homegenius—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Services Revenue” for more information.
Net Investment Income. The increase in net investment income for the three and six months ended June 30, 2023, as compared to the same periods in 2022, is primarily attributable to higher market interest rates. See “Overview—Current Operating Environment” and “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Revenues—Net Investment Income” for more information.
Net Gains (Losses) on Investments and Other Financial Instruments. The favorable change in net gains (losses) on investments and other financial instruments for the three and six months ended June 30, 2023, as compared to the same periods in 2022, is primarily due to: (i) the general positive movement in equity markets in 2023, compared to 2022, and (ii) moderate decreases in market interest rates in the first half of 2023 compared to the sharp rise in market interest rates in the first half of 2022, as further discussed in “Overview—Current Operating Environment.” See Note 6 of Notes to Unaudited Condensed Consolidated Financial Statements for additional detail about net gains (losses) on investments and other financial instruments by investment category.
Expenses
Provision for Losses. The reduced benefit of the provision for losses for the three and six months ended June 30, 2023, as compared to the same periods in 2022, is primarily driven by a reduction in favorable development on prior period defaults, which impacted our mortgage insurance reserves. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Expenses—Provision for Losses” for more information.
Cost of Services. Cost of services for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily driven by the decrease in services revenue, as discussed above. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Expenses—Cost of Services” and “Results of Operations—homegenius—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Expenses—Cost of Services” for more information.
Other Operating Expenses. The decrease in other operating expenses for the three and six months ended June 30, 2023, as compared to the same periods in 2022, is primarily due to decreases in operating expenses in our Mortgage segment. See “Results of Operations—Mortgage—Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022—Expenses—Other Operating Expenses” for more information.
Income Tax Provision
Variations in our effective tax rates, combined with differences in pretax income, were the drivers of the changes in our income tax provision between periods. Our effective tax rate for the three and six months ended June 30, 2023, was 20.0% and 21.4%, respectively, as compared to 22.6% for each of the same periods in 2022. Our provision for income taxes for interim periods is established based on our estimated annual effective tax rate for a given year and reflects the impact of discrete tax effects in the period in which they occur. For the three and six months ended June 30, 2023 and 2022, our effective tax rates did not differ materially from the statutory federal corporate tax rate of 21%.
Use of Non-GAAP Financial Measures
In addition to traditional GAAP financial measures, we have presented “adjusted pretax operating income (loss),” “adjusted diluted net operating income (loss) per share” and “adjusted net operating return on equity,” which are non-GAAP financial measures for the consolidated company, among our key performance indicators to evaluate our fundamental financial performance. These non-GAAP financial measures align with the way our business performance is evaluated by both management and by our board of directors. These measures have been established in order to increase transparency for the purposes of evaluating our operating trends and enabling more meaningful comparisons with our peers. Although on a consolidated basis adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are non-GAAP financial measures, for the reasons discussed above we believe these measures aid in understanding the underlying performance of our operations.
Total adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating return on equity are not measures of overall profitability, and therefore should not be considered in isolation or viewed as substitutes for GAAP pretax income (loss), diluted net income (loss) per share or return on equity. Our definitions of adjusted pretax operating income (loss), adjusted diluted net operating income (loss) per share and adjusted net operating
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return on equity, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly-named measures reported by other companies.
Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of the Company’s business segments and to allocate resources to the segments. For detailed information regarding items excluded from adjusted pretax operating income (loss) and the reasons for their treatment, see Note 4 of Notes to Consolidated Financial Statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Consolidated—Use of Non-GAAP Financial Measures,” each in our 2022 Form 10-K.
Adjusted pretax operating income (loss) is defined as GAAP consolidated pretax income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments, except for certain investments and other financial instruments attributable to our reportable segments and All Other activities; (ii) amortization and impairment of goodwill and other acquired intangible assets; and (iii) impairment of other long-lived assets and other non-operating items, if any, such as gains (losses) from the sale of lines of business, acquisition-related income and expenses and gains (losses) on extinguishment of debt.
The following table provides a reconciliation of consolidated pretax income to our non-GAAP financial measure for the consolidated Company of adjusted pretax operating income.
| Reconciliation of consolidated pretax income to consolidated adjusted pretax operating income | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Consolidated pretax income | $ | 182,676 | $ | 259,880 | $ | 386,687 | $ | 494,020 |
| Less: income (expense) items | ||||||||
| Net gains (losses) on investments and other financial instruments (1) | (331) | (41,869) | 5,174 | (71,326) | ||||
| Amortization of other acquired intangible assets | (1,370) | (849) | (2,741) | (1,698) | ||||
| Impairment of other long-lived assets and other non-operating items | 2 | 565 | 16 | 63 | ||||
| Total adjusted pretax operating income (2) | $ | 184,375 | $ | 302,033 | $ | 384,238 | $ | 566,981 |
(1)Excludes certain net gains (losses), if any, on investments and other financial instruments that are attributable to specific operating segments and therefore included in adjusted pretax operating income (loss).
(2)Total adjusted pretax operating income on a consolidated basis consists of adjusted pretax operating income (loss) for our Mortgage segment, homegenius segment and All Other activities, as further detailed in Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.
Adjusted diluted net operating income (loss) per share is calculated by dividing adjusted pretax operating income (loss) attributable to common stockholders, net of taxes computed using the Company’s statutory tax rate, by the sum of the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. The following table provides a reconciliation of diluted net income (loss) per share to our non-GAAP financial measure for the consolidated Company of adjusted diluted net operating income (loss) per share.
| Table of Contents<br><br>Glossary<br><br>Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | --- || Reconciliation of diluted net income per share to adjusted diluted net operating income per share | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Three Months Ended<br>June 30, | | | | Six Months Ended<br>June 30, | | | | | | 2023 | | 2022 | | 2023 | | 2022 | | | Diluted net income per share | $ | 0.91 | $ | 1.15 | $ | 1.89 | $ | 2.16 | | Less: per-share impact of reconciling income (expense) items | | | | | | | | | | Net gains (losses) on investments and other financial instruments | — | | (0.24) | | 0.03 | | (0.40) | | | Amortization of other acquired intangible assets | (0.01) | | — | | (0.02) | | (0.01) | | | Impairment of other long-lived assets and other non-operating items | — | | — | | — | | — | | | Income tax (provision) benefit on reconciling income (expense) items (1) | — | | 0.05 | | 0.01 | | 0.09 | | | Difference between statutory and effective tax rates | 0.01 | | (0.02) | | (0.01) | | (0.05) | | | Per-share impact of reconciling income (expense) items | — | | (0.21) | | 0.01 | | (0.37) | | | Adjusted diluted net operating income per share (1) | $ | 0.91 | $ | 1.36 | $ | 1.88 | $ | 2.53 |
(1)Calculated using the Company’s federal statutory tax rate of 21%. Any permanent tax adjustments and state income taxes on these items have been deemed immaterial and are not included.
Adjusted net operating return on equity is calculated by dividing annualized adjusted pretax operating income (loss), net of taxes computed using the Company’s statutory tax rate, by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented. The following table provides a reconciliation of return on equity to our non-GAAP financial measure for the consolidated Company of adjusted net operating return on equity.
| Reconciliation of return on equity to adjusted net operating return on equity | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Return on equity (1) | 14.1 | % | 19.9 | % | 15.0 | % | 18.7 | % |
| Less: impact of reconciling income (expense) items (2) | ||||||||
| Net gains (losses) on investments and other financial instruments | — | (4.1) | 0.3 | (3.5) | ||||
| Amortization of other acquired intangible assets | (0.1) | (0.1) | (0.1) | (0.1) | ||||
| Impairment of other long-lived assets and other non-operating items | — | 0.1 | — | — | ||||
| Income tax (provision) benefit on reconciling income (expense) items (3) | (0.1) | 0.9 | (0.1) | 0.7 | ||||
| Difference between statutory and effective tax rates | 0.2 | (0.5) | (0.1) | (0.3) | ||||
| Impact of reconciling income (expense) items | — | (3.7) | — | (3.2) | ||||
| Adjusted net operating return on equity (3) | 14.1 | % | 23.6 | % | 15.0 | % | 21.9 | % |
(1)Calculated by dividing annualized net income by average stockholders’ equity, based on the average of the beginning and ending balances for each period presented.
(2)Annualized, as a percentage of average stockholders’ equity.
(3)Calculated using the Company’s federal statutory tax rate of 21%. Any permanent tax adjustments and state income taxes on these items have been deemed immaterial and are not included.
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Results of Operations—Mortgage
Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022
The following table summarizes our Mortgage segment’s results of operations for the three and six months ended June 30, 2023 and 2022.
| Summary results of operations - Mortgage | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||
| (In thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||
| Revenues | ||||||||||||
| Net premiums written | $ | 214,540 | $ | 248,645 | $ | (34,105) | $ | 443,959 | $ | 497,005 | $ | (53,046) |
| (Increase) decrease in unearned premiums | (3,808) | (1,736) | (2,072) | (1,777) | (4,922) | 3,145 | ||||||
| Net premiums earned | 210,732 | 246,909 | (36,177) | 442,182 | 492,083 | (49,901) | ||||||
| Services revenue | 284 | 2,105 | (1,821) | 620 | 6,657 | (6,037) | ||||||
| Net investment income | 48,555 | 40,197 | 8,358 | 95,052 | 74,214 | 20,838 | ||||||
| Other income | 1,246 | 572 | 674 | 2,833 | 1,275 | 1,558 | ||||||
| Total revenues | 260,817 | 289,783 | (28,966) | 540,687 | 574,229 | (33,542) | ||||||
| Expenses | ||||||||||||
| Provision for losses | (21,623) | (114,179) | (92,556) | (38,487) | (198,372) | (159,885) | ||||||
| Policy acquisition costs | 5,218 | 5,940 | 722 | 11,511 | 12,545 | 1,034 | ||||||
| Cost of services | 143 | 1,960 | 1,817 | 384 | 5,343 | 4,959 | ||||||
| Other operating expenses | 57,090 | 58,711 | 1,621 | 110,725 | 118,675 | 7,950 | ||||||
| Interest expense | 22,239 | 20,831 | (1,408) | 44,369 | 41,677 | (2,692) | ||||||
| Total expenses | 63,067 | (26,737) | (89,804) | 128,502 | (20,132) | (148,634) | ||||||
| Adjusted pretax operating income (1) | $ | 197,750 | $ | 316,520 | $ | (118,770) | $ | 412,185 | $ | 594,361 | $ | (182,176) |
(1)Our senior management uses adjusted pretax operating income as our primary measure to evaluate the fundamental financial performance of our business segments. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
Revenues
Net Premiums Earned. Net premiums earned decreased for the three and six months ended June 30, 2023, as compared to the same periods in 2022, primarily due to: (i) an increase in ceded premiums earned in the second quarter of 2023, primarily due to costs associated with the tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. to purchase the mortgage insurance-linked notes that supported their reinsurance agreements with Radian Guaranty and a decrease in the profit commission retained by the Company as a result of less favorable reserve development in the three and six months ended June 30, 2023, as compared to the same periods in 2022, and (ii) a decrease in the benefit, net of reinsurance, from Single Premium Policy cancellations due to lower refinance activity. These impacts were partially offset by an increase in direct premiums earned, excluding revenue from cancellations, in the three and six months ended June 30, 2023, as compared to the same periods in 2022, due primarily to higher IIF.
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The table below provides additional information about the components of mortgage insurance net premiums earned for the periods indicated, including the effects of our reinsurance programs.
| Net premiums earned | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||
| ($ in thousands, except as otherwise indicated) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||
| Direct | ||||||||||||
| Premiums earned, excluding revenue from cancellations | $ | 252,537 | $ | 249,936 | $ | 2,601 | $ | 503,703 | $ | 493,536 | $ | 10,167 |
| Single Premium Policy cancellations | 3,980 | 6,894 | (2,914) | 9,341 | 21,590 | (12,249) | ||||||
| Direct | 256,517 | 256,830 | (313) | 513,044 | 515,126 | (2,082) | ||||||
| Assumed (1) | — | 1,539 | (1,539) | — | 2,870 | (2,870) | ||||||
| Ceded | ||||||||||||
| Premiums earned, excluding revenue from cancellations (2) | (57,916) | (28,565) | (29,351) | (93,442) | (55,904) | (37,538) | ||||||
| Single Premium Policy cancellations (3) | (1,114) | (1,965) | 851 | (2,586) | (6,157) | 3,571 | ||||||
| Profit commission—other (4) | 13,245 | 19,070 | (5,825) | 25,166 | 36,148 | (10,982) | ||||||
| Ceded premiums, net of profit commission | (45,785) | (11,460) | (34,325) | (70,862) | (25,913) | (44,949) | ||||||
| Total net premiums earned | $ | 210,732 | $ | 246,909 | $ | (36,177) | $ | 442,182 | $ | 492,083 | $ | (49,901) |
| 2.0 | 2.0 | |||||||||||
| In force portfolio premium yield (in basis points) (5) | 38.2 | 40.0 | (1.8) | 38.2 | 39.7 | (1.5) | ||||||
| Direct premium yield (in basis points) (6) | 38.8 | 41.1 | (2.3) | 38.9 | 41.4 | (2.5) | ||||||
| Net premium yield (in basis points) (7) | 31.9 | 39.3 | (7.4) | 33.5 | 39.4 | (5.9) | ||||||
| Average primary IIF (in billions) (8) | $ | 264.2 | $ | 251.6 | $ | 12.6 | $ | 263.9 | $ | 250.1 | $ | 13.8 |
(1)Includes premiums earned from our participation in certain credit risk transfer programs. In December 2022, we novated this insured risk to an unrelated third-party reinsurer, which assumed all rights, interests, liabilities and obligations related to our participation in these programs on a prospective basis. See Note 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for more information about this novation.
(2)The three and six months ended June 30, 2023, include the impact of tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. to purchase the mortgage insurance-linked notes that supported their reinsurance agreements with Radian Guaranty. As a result of these tender offers, Radian Guaranty incurred additional ceded premiums earned during the second quarter of 2023 of $21 million, consisting of $16 million related to the cost of tender premiums and associated expenses and $5 million related to the acceleration of deferred costs from the original executions of these transactions.
(3)Includes the impact of related profit commissions.
(4)Represents the profit commission from the Single Premium QSR Program and 2022 QSR Agreement, excluding the impact of Single Premium Policy cancellations.
(5)Calculated by dividing annualized direct premiums earned, including assumed revenue and excluding revenue from cancellations, by average primary IIF.
(6)Calculated by dividing annualized direct premiums earned, including assumed revenue, by average primary IIF.
(7)Calculated by dividing annualized net premiums earned by average primary IIF. The calculation for all periods presented incorporates the impact of profit commission adjustments related to our reinsurance programs.
(8)The average of beginning and ending balances of primary IIF, for each period presented.
The level of mortgage prepayments affects the revenue ultimately produced by our mortgage insurance business and is influenced by the mix of business we write. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage—IIF and Related Drivers” in our 2022 Form 10-K for more information.
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The following table provides information related to the impact of our reinsurance transactions on premiums earned. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our reinsurance programs.
| Ceded premiums earned | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Excess-of-Loss Program (1) | $ | 36,683 | $ | 19,292 | $ | 52,842 | $ | 36,880 | ||||
| 2022 QSR Agreement | 7,488 | — | 13,972 | — | ||||||||
| Single Premium QSR Program (2) | 1,312 | (8,297) | 3,382 | (12,028) | ||||||||
| Other | 302 | 465 | 666 | 1,061 | ||||||||
| Total ceded premiums earned (3) | $ | 45,785 | $ | 11,460 | $ | 70,862 | $ | 25,913 | ||||
| Percentage of total direct and assumed premiums earned | 17.8 | % | 4.3 | % | 13.8 | % | 4.8 | % |
(1)The three and six months ended June 30, 2023, include the impact of tender offers by Eagle Re 2019-1 Ltd. and Eagle Re 2020-1 Ltd. to purchase the mortgage insurance-linked notes that supported their reinsurance agreements with Radian Guaranty. As a result of these tender offers, Radian Guaranty incurred additional ceded premiums earned during the second quarter of 2023 of $21 million, consisting of $16 million related to the cost of tender premiums and associated expenses and $5 million related to the acceleration of deferred costs from the original executions of these transactions.
(2)Includes the increase in the profit commission retained by the Company due to favorable reserve development, including a significant impact in the three and six months ended June 30, 2022. See “Expenses—Provision for Losses” below for additional information on the favorable reserve development.
(3)Does not include the benefit from ceding commissions from the reinsurance agreements in our QSR Program, which is primarily included in other operating expenses on the condensed consolidated statements of operations. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Services Revenue. Services revenue for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily driven by the termination of a contract with a large fulfillment customer in the second quarter of 2022, as well as a decrease in demand for our contract underwriting services as a result of the general market decline in mortgage origination volume. For more information on recent macroeconomic stresses see “Overview—Current Operating Environment.”
Net Investment Income. Increasing yields from higher interest rates were the primary driver of the increases in net investment income for the three and six months ended June 30, 2023, as compared to the same periods in 2022.
The following table provides information related to our mortgage subsidiaries’ investment balances and investment yields.
| Investment balances and yields | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||||||||
| Investment income | $ | 49,871 | $ | 41,626 | $ | 8,245 | $ | 97,680 | $ | 77,221 | $ | 20,459 | ||||||
| Investment expenses | (1,316) | (1,429) | 113 | (2,628) | (3,007) | 379 | ||||||||||||
| Net investment income | $ | 48,555 | $ | 40,197 | $ | 8,358 | $ | 95,052 | $ | 74,214 | $ | 20,838 | ||||||
| Average investments (1) | $ | 5,326,572 | $ | 5,547,636 | $ | (221,064) | $ | 5,305,759 | $ | 5,683,758 | $ | (377,999) | ||||||
| Average investment yield (2) | 3.6 | % | 2.9 | % | 0.7 | % | 3.6 | % | 2.6 | % | 1.0 | % |
(1) The average of the beginning and ending amortized cost, for each period presented, of investments held by our mortgage subsidiaries.
(2) Calculated by dividing annualized net investment income by average investments balance.
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Expenses
Provision for Losses. The following table details the financial impact of the significant components of our provision for losses for the periods indicated.
| Provision for losses | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||||||||
| ($ in thousands, except reserve per new default) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||||||||
| Current period defaults (1) | $ | 41,223 | $ | 33,919 | $ | (7,304) | $ | 87,594 | $ | 75,931 | $ | (11,663) | ||||||
| Prior period defaults (2) | (62,846) | (148,098) | (85,252) | (126,081) | (274,303) | (148,222) | ||||||||||||
| Total provision for losses | $ | (21,623) | $ | (114,179) | $ | (92,556) | $ | (38,487) | $ | (198,372) | $ | (159,885) | ||||||
| Loss ratio (3) | (10.3) | % | (46.2) | % | (35.9) | % | (8.7) | % | (40.3) | % | (31.6) | % | ||||||
| Reserve per new default (4) | $ | 4,217 | $ | 4,235 | $ | 18 | $ | 4,294 | $ | 4,363 | $ | 69 |
(1)Related to defaulted loans with the most recent default notice dated in the period indicated. For example, if a loan had defaulted in a prior period, but then subsequently cured and later re-defaulted in the current period, the default would be considered a current period default.
(2)Related to defaulted loans with a default notice dated in a period earlier than the period indicated, which have been continuously in default since that time.
(3)Provision for losses as a percentage of net premiums earned. See “Revenues—Net Premiums Earned” above for additional information on the changes in net premiums earned.
(4)Calculated by dividing provision for losses for new defaults, net of reinsurance, by new primary defaults for each period.
Current period new primary defaults increased by 22% and 17% for the three and six months ended June 30, 2023, respectively, as shown below. Our gross Default to Claim Rate assumption for new primary defaults was 8.0% at both June 30, 2023 and 2022, as we continue to closely monitor the trends in Cures and claims paid for our default inventory, while also weighing the risks and uncertainties associated with the current economic environment.
Our provision for losses during the three and six months ended June 30, 2023, and the same periods in 2022, was positively impacted by favorable reserve development on prior period defaults, primarily as a result of more favorable trends in Cures than originally estimated. These Cures have been due primarily to favorable outcomes resulting from mortgage forbearance programs implemented in response to the COVID-19 pandemic as well as positive trends in home price appreciation, which has also contributed to a higher rate of claims that result in no ultimate loss and that are withdrawn by servicers as a result. These favorable observed trends resulted in reductions in our Default to Claim Rate and other reserve adjustments for prior year default notices. The benefit from this favorable development on prior period defaults was lower in the first half of 2023 as compared to the first half of 2022 due primarily to the reduction in the beginning primary default inventory between the two periods. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements herein for additional information, as well as Notes 1 and 11 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in our 2022 Form 10-K.
Our primary default rate as a percentage of total insured loans at June 30, 2023, was 2.0% compared to 2.2% at December 31, 2022. The following table shows a rollforward of our primary loans in default.
| Rollforward of primary loans in default | ||||
|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||
| 2023 | 2022 | 2023 | 2022 | |
| Beginning default inventory | 20,748 | 25,510 | 21,913 | 29,061 |
| New defaults | 9,775 | 8,009 | 20,399 | 17,402 |
| Cures | (10,518) | (11,552) | (22,204) | (24,341) |
| Claims paid | (91) | (86) | (171) | (211) |
| Rescissions and Claim Denials (1) | (34) | (20) | (57) | (50) |
| Ending default inventory | 19,880 | 21,861 | 19,880 | 21,861 |
(1)Net of any previous Rescissions and Claim Denials that were reinstated during the period. Such reinstated Rescissions and Claim Denials may ultimately result in a paid claim.
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The following tables show additional information about our primary loans in default as of the dates indicated.
| Primary loans in default - additional information | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, 2023 | |||||||||
| Total | Foreclosure Stage Defaulted Loans | Cure % During the 2nd Quarter | Reserve for Losses | % of Reserve | |||||
| ($ in thousands) | # | % | # | % | % | ||||
| Missed payments | |||||||||
| Three payments or less | 8,989 | 45.2 | % | 21 | 40.1 | % | 22.7 | % | |
| Four to eleven payments | 6,522 | 32.8 | 201 | 30.6 | 120,972 | 34.2 | |||
| Twelve payments or more | 4,020 | 20.2 | 830 | 20.9 | 134,512 | 38.1 | |||
| Pending claims | 349 | 1.8 | N/A | 29.6 | 17,735 | 5.0 | |||
| Total | 19,880 | 100.0 | % | 1,052 | 353,281 | 100.0 | % | ||
| LAE | 8,890 | ||||||||
| IBNR | 1,593 | ||||||||
| Total primary reserve (1) |
All values are in US Dollars.
| December 31, 2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Foreclosure Stage Defaulted Loans | Cure % During the 4th Quarter | Reserve for Losses | % of Reserve | |||||
| ($ in thousands) | # | % | # | % | % | ||||
| Missed payments | |||||||||
| Three payments or less | 9,584 | 43.7 | % | 8 | 35.5 | % | 19.5 | % | |
| Four to eleven payments | 6,842 | 31.2 | 189 | 27.4 | 114,537 | 28.7 | |||
| Twelve payments or more | 5,158 | 23.6 | 750 | 22.9 | 190,148 | 47.7 | |||
| Pending claims | 329 | 1.5 | N/A | 23.5 | 16,202 | 4.1 | |||
| Total | 21,913 | 100.0 | % | 947 | 398,874 | 100.0 | % | ||
| LAE | 10,041 | ||||||||
| IBNR | 2,128 | ||||||||
| Total primary reserve (1) |
All values are in US Dollars.
N/A – Not applicable
(1) Excludes pool and other reserves. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
We develop our Default to Claim Rate estimates based primarily on models that use a variety of loan characteristics to determine the likelihood that a default will reach claim status. See Note 11 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional details about our Default to Claim Rate assumptions.
Our aggregate weighted average net Default to Claim Rate assumption for our primary loans used in estimating our reserve for losses, which is net of estimated Claim Denials and Rescissions, was approximately 28% and 30% as of June 30, 2023, and December 31, 2022, respectively. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for information regarding our reserves for losses and a reconciliation of our Mortgage segment’s beginning and ending reserves for losses and LAE.
Although expected claims are included in our reserve for losses, the timing of claims paid is subject to fluctuation from quarter to quarter based on the rate that defaults cure and other factors, including the impact of foreclosure moratoriums (as described in “Item 1. Business—Mortgage—Defaults and Claims” in our 2022 Form 10-K) that make the timing of paid claims difficult to predict.
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The following table shows net claims paid by product and the average claim paid by product for the periods indicated.
| Claims paid | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
| (In thousands) | 2023 | 2022 | 2023 | 2022 | ||||
| Net claims paid (1) | ||||||||
| Primary | $ | 3,458 | $ | 3,659 | $ | 6,477 | $ | 8,812 |
| Pool and other | (296) | (396) | (299) | (811) | ||||
| Total net claims paid | $ | 3,162 | $ | 3,263 | $ | 6,178 | $ | 8,001 |
| Total average net primary claim paid (1) | $ | 34.6 | $ | 41.6 | $ | 35.0 | $ | 41.6 |
| Average direct primary claim paid (2) | $ | 36.4 | $ | 41.9 | $ | 36.3 | $ | 42.0 |
(1)Net of reinsurance recoveries.
(2)Before reinsurance recoveries.
For additional information about our reserve for losses, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our 2022 Form 10-K.
Cost of Services. Cost of services for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily due to the decrease in services revenue, as discussed above. Our cost of services is primarily affected by our level of services revenue.
Other Operating Expenses. The decrease in other operating expenses for the three and six months ended June 30, 2023, as compared to the same periods in 2022, is primarily related to a decrease in direct operating expenses for the segment, partially offset by an increase in allocated corporate operating expenses.
The following table shows additional information about Mortgage other operating expenses.
| Other operating expenses | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||||||||
| ($ in thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||||||||
| Direct | ||||||||||||||||||
| Salaries and other base employee expenses | $ | 10,523 | $ | 12,925 | $ | 2,402 | $ | 22,069 | $ | 23,784 | $ | 1,715 | ||||||
| Variable and share-based incentive compensation | 4,386 | 4,026 | (360) | 8,553 | 9,670 | 1,117 | ||||||||||||
| Other general operating expenses | 9,923 | 11,367 | 1,444 | 17,645 | 22,568 | 4,923 | ||||||||||||
| Ceding commissions | (4,824) | (2,844) | 1,980 | (9,452) | (6,793) | 2,659 | ||||||||||||
| Total direct | 20,008 | 25,474 | 5,466 | 38,815 | 49,229 | 10,414 | ||||||||||||
| Allocated (1) | ||||||||||||||||||
| Salaries and other base employee expenses | 12,447 | 11,495 | (952) | 23,278 | $ | 22,825 | (453) | |||||||||||
| Variable and share-based incentive compensation | 9,082 | 7,498 | (1,584) | 18,221 | 18,551 | 330 | ||||||||||||
| Other general operating expenses | 15,553 | 14,244 | (1,309) | 30,411 | 28,070 | (2,341) | ||||||||||||
| Total allocated | 37,082 | 33,237 | (3,845) | 71,910 | 69,446 | (2,464) | ||||||||||||
| Total other operating expenses | $ | 57,090 | $ | 58,711 | $ | 1,621 | $ | 110,725 | $ | 118,675 | $ | 7,950 | ||||||
| Expense ratio (2) | 29.6 | % | 26.2 | % | (3.4) | % | 27.6 | % | 26.7 | % | (0.9) | % |
(1)See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our allocation of corporate operating expenses.
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(2)Operating expenses (which consist of policy acquisition costs and other operating expenses, as well as allocated corporate operating expenses), expressed as a percentage of net premiums earned. See “Revenues—Net Premiums Earned” above for additional information on the changes in net premiums earned.
Results of Operations—homegenius
Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022
The following table summarizes our homegenius segment’s results of operations for the three and six months ended June 30, 2023 and 2022. As discussed in “Overview—Current Operating Environment,” the macroeconomic stresses beginning in the second quarter of 2022 have continued to adversely affect our homegenius business, including in particular a decrease in our title revenues due to the rapid decline in industrywide refinance volumes. We expect this trend to continue to impact the results of our homegenius segment in at least the near-term based on current market conditions and our expectation that overall refinance volumes will remain low.
| Summary results of operations - homegenius | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||
| (In thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||
| Revenues | ||||||||||||
| Net premiums earned | $ | 2,697 | $ | 6,983 | $ | (4,286) | $ | 4,485 | $ | 15,999 | $ | (11,514) |
| Services revenue | 11,617 | 25,261 | (13,644) | 22,360 | 50,139 | (27,779) | ||||||
| Net investment income | 492 | 99 | 393 | 922 | 117 | 805 | ||||||
| Total revenues | 14,806 | 32,343 | (17,537) | 27,767 | 66,255 | (38,488) | ||||||
| Expenses | ||||||||||||
| Provision for losses | (9) | 309 | 318 | (74) | 790 | 864 | ||||||
| Cost of services | 10,114 | 20,800 | 10,686 | 20,271 | 42,170 | 21,899 | ||||||
| Other operating expenses | 29,122 | 28,924 | (198) | 55,032 | 54,491 | (541) | ||||||
| Total expenses | 39,227 | 50,033 | 10,806 | 75,229 | 97,451 | 22,222 | ||||||
| Adjusted pretax operating income (loss) (1) | $ | (24,421) | $ | (17,690) | $ | (6,731) | $ | (47,462) | $ | (31,196) | $ | (16,266) |
(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of our business segments. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.
Revenues
Net Premiums Earned. Net premiums earned for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily due to a decrease in new title policies written in our title insurance business given the decline in industrywide refinance volumes.
Services Revenue. Services revenue for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily due to a decrease in real estate and title services revenue resulting from the recent macroeconomic stresses, as described above. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for the disaggregation of services revenue by revenue type.
Expenses
Cost of Services. Cost of services for the three and six months ended June 30, 2023, decreased as compared to the same periods in 2022, primarily due to the decrease in services revenue. Our cost of services is primarily affected by our level of services revenue and the number of employees providing those services. As further discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Current Operating Environment” in our 2022 Form 10-K, the number of employees was reduced for the three and six months ended June 30, 2023, as compared to
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the same periods in 2022, as a result of the steps taken in 2022 to better align our workforce with the current and expected needs of our business.
Other Operating Expenses. The following table shows additional information about homegenius other operating expenses. Included in the results for both the three and six months ended June 30, 2023, are severance expenses of $2.0 million related to additional reductions in headcount in response to the ongoing challenging macroeconomic environment for the homegenius segment’s products and services, compared to $0.4 million of severance expenses for the six months ended June 30, 2022.
| Other operating expenses | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||
| (In thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||
| Direct | ||||||||||||
| Salaries and other base employee expenses | $ | 12,826 | $ | 10,182 | $ | (2,644) | $ | 21,866 | $ | 18,889 | $ | (2,977) |
| Variable and share-based incentive compensation | 3,211 | 3,493 | 282 | 6,671 | 7,409 | 738 | ||||||
| Other general operating expenses | 7,019 | 7,732 | 713 | 15,073 | 14,297 | (776) | ||||||
| Title agent commissions | 1,113 | 1,799 | 686 | 1,810 | 2,898 | 1,088 | ||||||
| Total direct | 24,169 | 23,206 | (963) | 45,420 | 43,493 | (1,927) | ||||||
| Allocated (1) | ||||||||||||
| Salaries and other base employee expenses | 1,676 | 2,005 | 329 | 3,130 | 3,673 | 543 | ||||||
| Variable and share-based incentive compensation | 1,239 | 1,283 | 44 | 2,479 | 2,889 | 410 | ||||||
| Other general operating expenses | 2,038 | 2,430 | 392 | 4,003 | 4,436 | 433 | ||||||
| Total allocated | 4,953 | 5,718 | 765 | 9,612 | 10,998 | 1,386 | ||||||
| Total other operating expenses | $ | 29,122 | $ | 28,924 | $ | (198) | $ | 55,032 | $ | 54,491 | $ | (541) |
(1)See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our allocation of corporate operating expenses.
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Results of Operations—All Other
Three and Six Months Ended June 30, 2023, Compared to Three and Six Months Ended June 30, 2022
The following table summarizes our All Other results of operations for the three and six months ended June 30, 2023 and 2022.
| Summary results of operations - All Other | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | Six Months Ended<br>June 30, | Change<br><br>Favorable (Unfavorable) | |||||||||
| (In thousands) | 2023 | 2022 | 2023 vs. 2022 | 2023 | 2022 | 2023 vs. 2022 | ||||||
| Revenues | ||||||||||||
| Net investment income | $ | 15,135 | $ | 6,661 | $ | 8,474 | $ | 27,429 | $ | 10,822 | $ | 16,607 |
| Net gains (losses) on investments and other financial instruments | 95 | — | 95 | 175 | — | 175 | ||||||
| Other income | (1) | — | (1) | 4 | — | 4 | ||||||
| Total revenues | 15,229 | 6,661 | 8,568 | 27,608 | 10,822 | 16,786 | ||||||
| Expenses | ||||||||||||
| Other operating expenses | 3,783 | 3,458 | (325) | 7,616 | 7,006 | (610) | ||||||
| Interest expense | 400 | — | (400) | 477 | — | (477) | ||||||
| Total expenses | 4,183 | 3,458 | (725) | 8,093 | 7,006 | (1,087) | ||||||
| Adjusted pretax operating income (1) | $ | 11,046 | $ | 3,203 | $ | 7,843 | $ | 19,515 | $ | 3,816 | $ | 15,699 |
(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of our business segments. See Note 4 of Notes to Unaudited Condensed Consolidated Financial Statements.
Our All Other results include income from investments held at Radian Group, which have benefited from rising interest rates over the past year, as well as rising balances resulting from distributions by Radian Guaranty.
All Other also includes the financial results of Radian Mortgage Capital. In light of ongoing challenging market conditions in the secondary mortgage market, Radian Mortgage Capital has continued to take a cautious approach and has purchased only a limited number of loans. As of June 30, 2023, Radian Mortgage Capital owned $59 million of mortgage loans held for sale. Radian Mortgage Capital has not yet completed any securitizations and is currently focused on distributing the loans it acquires through whole loan sales.
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Liquidity and Capital Resources
Consolidated Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities.
| Summary cash flows - Consolidated | ||||
|---|---|---|---|---|
| Six Months Ended<br>June 30, | ||||
| (In thousands) | 2023 | 2022 | ||
| Net cash provided by (used in): | ||||
| Operating activities | $ | 189,249 | $ | 176,850 |
| Investing activities | (90,033) | 12,604 | ||
| Financing activities | (93,317) | (206,251) | ||
| Increase (decrease) in cash and restricted cash | $ | 5,899 | $ | (16,797) |
Operating Activities. Our most significant source of operating cash flows is from premiums received from our mortgage insurance policies, while our most significant uses of operating cash flows are typically for our operating expenses and claims paid on our mortgage insurance policies. Cash provided by operating activities increased for the six months ended June 30, 2023, as compared to the same period in 2022, due primarily to:(i) lower payments for operating expenses and (ii) lower purchases of U.S. Mortgage Guaranty Tax and Loss Bonds. These decreases were partially offset by an increase in purchases of mortgage loans held for sale in 2023.
Investing Activities. Net cash used by investing activities increased for the six months ended June 30, 2023, as compared to cash provided by investing activities in the same period in 2022, primarily as a result of an increase in purchases, net of sales and redemptions, of short-term investments and a decrease in proceeds from redemptions of fixed-maturity investments available for sale and trading securities, partially offset by a decrease in purchases of fixed-maturity investments available for sale.
Financing Activities. For the six months ended June 30, 2023, our primary financing activities impacting cash included: (i) payment of dividends and (ii) repurchases of our common stock. See Notes 12 and 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our borrowings and share repurchases, respectively.
See “Item 1. Financial Statements (Unaudited)—Condensed Consolidated Statements of Cash Flows (Unaudited)” for additional information.
Liquidity Analysis—Holding Company
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. At June 30, 2023, Radian Group had available, either directly or through unregulated subsidiaries, unrestricted cash and liquid investments of $1.0 billion. Available liquidity at June 30, 2023, excludes certain additional cash and liquid investments that have been advanced to Radian Group from its subsidiaries to pay for corporate expenses and interest payments. Total liquidity, which includes our undrawn $275 million unsecured revolving credit facility, as described below, was $1.3 billion as of June 30, 2023.
During the six months ended June 30, 2023, Radian Group’s available liquidity increased by $107 million, due primarily to a $100 million ordinary dividend received from Radian Guaranty in both March and May 2023, partially offset by payments for dividends and share repurchases, as described below.
In addition to available cash and marketable securities, Radian Group’s principal sources of cash to fund future liquidity needs include: (i) payments made to Radian Group by its subsidiaries under expense- and tax-sharing arrangements; (ii) net investment income earned on its cash and marketable securities; and (iii) to the extent available, dividends or other distributions from its subsidiaries.
Radian Group has in place a $275 million unsecured revolving credit facility with a syndicate of bank lenders. Subject to certain limitations, borrowings under the credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to our insurance subsidiaries as well as growth initiatives. At June 30, 2023, the full $275 million remains undrawn and available under the facility. See Note 12 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information on the unsecured revolving credit facility.
In connection with our mortgage conduit initiative, in 2022, Radian Mortgage Capital entered into the Master Repurchase Agreements. At that time, Radian Group entered into two separate Parent Guarantees to guaranty the obligations under the Master Repurchase Agreements. Under these Parent Guarantees, Radian Group is subject to negative and affirmative
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covenants customary for this type of financing transaction, including compliance with financial covenants that are generally consistent with the comparable covenants in the Company’s revolving credit facility. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information. In addition to financing the acquisition of mortgage loan assets under the Master Repurchase Agreements, Radian Mortgage Capital may fund such purchases directly using capital contributed from Radian Group.
We expect Radian Group’s principal liquidity demands for the next 12 months to be: (i) the payment of corporate expenses, including taxes; (ii) interest payments on our outstanding debt obligations; (iii) the payment of quarterly dividends on our common stock, which are currently $0.225 per share, and which remain subject to approval by our board of directors and our ongoing assessment of our financial condition and potential needs related to the execution and implementation of our business plans and strategies; (iv) the potential continued repurchases of shares of our common stock pursuant to share repurchase authorizations, as described below; (v) investments to support our business strategy, including capital contributions to our subsidiaries; and (vi) potential payments pursuant to the Parent Guarantees.
In addition to our ongoing short-term liquidity needs discussed above, our most significant need for liquidity beyond the next 12 months is the repayment of $1.4 billion aggregate principal amount of our senior debt due in future years. See “Capitalization—Holding Company” below for details of our debt maturity profile. Radian Group’s liquidity demands for the next 12 months or in future periods could also include: (i) early repurchases or redemptions of portions of our debt obligations and (ii) additional investments to support our business strategy, including additional capital contributions to its subsidiaries. For additional information about related risks and uncertainties, see “Our sources of liquidity may be insufficient to fund our obligations” and “Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity” under “Item 1A. Risk Factors” in our 2022 Form 10-K. See also “Overview—Current Operating Environment” herein for further information.
We believe that Radian Group has sufficient current sources of liquidity to fund its obligations. If we otherwise decide to increase our liquidity position, Radian Group may seek additional capital, including by incurring additional debt, issuing additional equity, or selling assets, which we may not be able to do on favorable terms, if at all.
Share Repurchases. During the six months ended June 30, 2023, the Company repurchased 945 thousand shares of Radian Group common stock under programs authorized by Radian Group’s board of directors, at a total cost of $20 million, including commissions. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase programs.
Dividends and Dividend Equivalents. In February 2023, Radian Group’s board of directors authorized an increase to the Company’s quarterly dividend from $0.20 to $0.225 per share. Based on our current outstanding shares of common stock and restricted stock units, we expect to require approximately $142 million in the aggregate to pay dividends and dividend equivalents for the next 12 months. So long as no default or event of default exists under our revolving credit facility or the Parent Guarantees, Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details. The declaration and payment of future quarterly dividends remains subject to the board of directors’ discretion and determination.
Corporate Expenses and Interest Expense. Radian Group has expense-sharing arrangements in place with its principal operating subsidiaries that require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on Radian Group’s outstanding debt obligations. Corporate expenses and interest expense on Radian Group’s debt obligations allocated under these arrangements during the six months ended June 30, 2023, of $85 million and $42 million, respectively, were substantially all reimbursed by its subsidiaries. We expect substantially all of our holding company expenses to continue to be reimbursed by our subsidiaries under our expense-sharing arrangements. The expense-sharing arrangements between Radian Group and its mortgage insurance subsidiaries, as amended, have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.
Taxes. Pursuant to our tax-sharing agreements, our operating subsidiaries pay Radian Group an amount equal to any federal income tax the subsidiary would have paid on a standalone basis if they were not part of our consolidated tax return. As a result, from time to time, under the provisions of our tax-sharing agreements, Radian Group may pay to or receive from its operating subsidiaries amounts that differ from Radian Group’s consolidated federal tax payment obligation. Radian Group received $16 million of tax-sharing agreement payments from its subsidiaries during the six months ended June 30, 2023.
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Capitalization—Holding Company
The following table presents our holding company capital structure.
| Capital structure | ||||||
|---|---|---|---|---|---|---|
| (In thousands, except per-share amounts and ratios) | June 30,<br>2023 | December 31,<br>2022 | ||||
| Debt | ||||||
| Senior Notes due 2024 | $ | 450,000 | $ | 450,000 | ||
| Senior Notes due 2025 | 525,000 | 525,000 | ||||
| Senior Notes due 2027 | 450,000 | 450,000 | ||||
| Deferred debt costs on senior notes | (9,390) | (11,496) | ||||
| Revolving credit facility | — | — | ||||
| Total | 1,415,610 | 1,413,504 | ||||
| Stockholders’ equity | 4,170,836 | 3,919,327 | ||||
| Total capitalization | $ | 5,586,446 | $ | 5,332,831 | ||
| Debt-to-capital ratio | 25.3 | % | 26.5 | % | ||
| Shares outstanding | 157,350 | 157,056 | ||||
| Book value per share | $ | 26.51 | $ | 24.95 |
Stockholders’ equity increased by $252 million from December 31, 2022, to June 30, 2023. The net increase in stockholders’ equity for the six months ended June 30, 2023, resulted primarily from our net income of $304 million and a net reduction in unrealized losses on investment securities of $33 million as a result of a decrease in market interest rates during the period, partially offset by dividends of $74 million and share repurchases of $20 million. As of June 30, 2023, we did not expect to realize a loss for our investments in an unrealized loss position given our intent and ability to hold these investment securities until recovery of their amortized cost basis.
The increase in book value per share from $24.95 at December 31, 2022, to $26.51 at June 30, 2023, is primarily due to: (i) an increase of $1.93 per share attributable to our net income for the six months ended June 30, 2023, and (ii) an increase of $0.21 per share due to a net reduction in unrealized losses in our available for sale securities, recorded in accumulated other comprehensive income. Partially offsetting these items was a decrease of $0.47 per share attributable to dividends and dividend equivalents.
We regularly evaluate opportunities, based on market conditions, to finance our operations by accessing the capital markets or entering into other types of financing arrangements with institutional and other lenders. We also regularly consider various measures to improve our capital and liquidity positions, as well as to strengthen our balance sheet, improve Radian Group’s debt maturity profile and maintain adequate liquidity for our operations. Among other things, these measures may include borrowing agreements or arrangements, such as securities or other master repurchase agreements and revolving credit facilities. In the past we have repurchased and exchanged, prior to maturity, some of our outstanding debt, and in the future, we may from time to time seek to redeem, repurchase or exchange for other securities, or otherwise restructure or refinance some or all of our outstanding debt prior to maturity in the open market through other public or private transactions, including pursuant to one or more tender offers or through any combination of the foregoing, as circumstances may allow. The timing or amount of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.
Mortgage
Historically, one of the primary demands for liquidity in our Mortgage business is the payment of claims, net of reinsurance, including from commutations and settlements. See Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for information on our mortgage insurance reserve for losses and LAE, which represents our best estimate for the costs of settling future claims on currently defaulted mortgage loans. Other principal demands for liquidity in our Mortgage business include: (i) expenses (including those allocated from Radian Group); (ii) repayments of FHLB advances; and (iii) taxes, including potential additional purchases of U.S. Mortgage Guaranty Tax and Loss Bonds. See Notes 10 and 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information related to these non-interest bearing instruments. In addition to the foregoing liquidity demands, other payments have included, and in the
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future could include, distributions from Radian Guaranty to Radian Group, including returns of capital or recurring ordinary dividends, as discussed below.
The principal sources of liquidity in our Mortgage business currently include insurance premiums, net investment income and cash flows from: (i) investment sales and maturities; (ii) FHLB advances; and (iii) if necessary, capital contributions from Radian Group. We believe that the operating cash flows generated by each of our mortgage subsidiaries will provide these subsidiaries with the funds necessary to satisfy their needs for the foreseeable future.
As of June 30, 2023, our mortgage insurance subsidiaries maintained claims paying resources of $5.9 billion on a statutory basis, which consist of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves. In addition, our reinsurance programs are designed to provide additional claims-paying resources during times of economic stress and elevated losses. See Note 8 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Radian Guaranty’s Risk-to-capital as of June 30, 2023, was 10.8 to 1. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form. At June 30, 2023, Radian Guaranty had statutory policyholders’ surplus of $668 million. This balance includes a $663 million benefit from U.S. Mortgage Guaranty Tax and Loss Bonds issued by the U.S. Department of the Treasury, which mortgage guaranty insurers such as Radian Guaranty may purchase in order to be eligible for a tax deduction, subject to certain limitations, related to amounts required to be set aside in statutory contingency reserves. See Note 16 of Notes to Consolidated Financial Statements and “Item 1A. Risk Factors” in our 2022 Form 10-K for more information.
Radian Guaranty currently is an approved mortgage insurer under the PMIERs. Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. At June 30, 2023, Radian Guaranty’s Available Assets under the PMIERs financial requirements totaled approximately $5.7 billion, resulting in a PMIERs Cushion of $1.7 billion, or 41%, over its Minimum Required Assets. Those amounts compare to Available Assets of $5.6 billion and a PMIERs cushion of $1.7 billion, or 45%, at December 31, 2022.
Our PMIERs Cushion at June 30, 2023, also includes a benefit from the current broad-based application of the Disaster Related Capital Charge that has reduced the total amount of Minimum Required Assets that Radian Guaranty otherwise would have been required to hold against pandemic-related defaults by approximately $140 million and $200 million as of June 30, 2023, and December 31, 2022, respectively, taking into consideration our risk distribution structures in effect as of those dates. The application of the Disaster Related Capital Charge has reduced Radian Guaranty’s PMIERs Minimum Required Assets, but we expect this benefit will continue to diminish over time. See “Item 1. Business—Regulation—Federal Regulation—GSE Requirements for Mortgage Insurance Eligibility” and “Radian Guaranty may fail to maintain its eligibility status with the GSEs, and the additional capital required to support Radian Guaranty’s eligibility could reduce our available liquidity” under “Item 1A. Risk Factors” in our 2022 Form 10-K for more information about the Disaster Related Capital Charge.
Despite holding assets above the minimum statutory capital thresholds and PMIERs financial requirements, the ability of Radian’s mortgage insurance subsidiaries to pay dividends on their common stock is restricted by certain provisions of the insurance laws of Pennsylvania, their state of domicile. Under Pennsylvania’s insurance laws, ordinary dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus unless the Pennsylvania Insurance Department approves the payment of dividends or other distributions from another source.
Aided by the positive impacts of its merger with Radian Reinsurance in December 2022, Radian Guaranty had positive unassigned surplus of $258 million as of December 31, 2022, providing Radian Guaranty with the ability to pay ordinary dividends beginning in the first quarter of 2023, subject to the preceding year’s statutory net income and other limitations under Pennsylvania’s insurance laws. As a result, Radian Guaranty paid an ordinary dividend of $100 million to Radian Group in both March and May 2023 and maintains the ability to pay additional ordinary dividends during the remainder of 2023. Subsequent to the payment of these dividends, as of June 30, 2023, Radian Guaranty had positive unassigned surplus of $168 million. See Note 16 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional information on our statutory dividend restrictions and contingency reserve requirements.
Radian Guaranty is a member of the FHLB. As a member, it may borrow from the FHLB, subject to certain conditions, which include requirements to post collateral and to maintain a minimum investment in FHLB stock. Advances from the FHLB may be used to provide low-cost, supplemental liquidity for various purposes, including to fund incremental investments. Radian’s current strategy includes using FHLB advances as financing for general cash management and liquidity purposes. As of June 30, 2023, there were $130 million of FHLB advances outstanding. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
homegenius
As of June 30, 2023, our homegenius segment maintained cash and liquid investments totaling $63 million, including $44 million held by Radian Title Insurance.
Title insurance companies, including Radian Title Insurance, are subject to comprehensive state regulations, including minimum net worth requirements. Radian Title Insurance was in compliance with all of its minimum net worth requirements at
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June 30, 2023. In the event the cash flows from operations of the homegenius segment are not adequate to fund all of its needs, including the regulatory capital needs of Radian Title Insurance, Radian Group may provide additional funds to the homegenius segment in the form of an intercompany note or other capital contribution, and if needed for Radian Title Insurance, subject to the approval of the Ohio Department of Insurance. Additional capital support may also be required for potential investments in new business initiatives to support our strategy of growing our businesses. During the six months ended June 30, 2023, Radian Group contributed $60 million in capital support to its homegenius subsidiaries.
Liquidity levels may fluctuate depending on the levels and contractual timing of our invoicing and the payment practices of our homegenius clients, in combination with the timing of our homegenius segment’s payments for employee compensation and to external vendors. The amount, if any, and timing of the homegenius segment’s dividend paying capacity will depend primarily on the amount of excess cash flow generated by the segment.
Ratings
We believe that ratings independently assigned by third-party statistical rating organizations often are considered by others in assessing our credit strength and the financial strength of our primary insurance subsidiaries. Radian Group, Radian Guaranty and Radian Title Insurance are currently assigned the financial strength ratings set forth in the chart below, which are provided for informational purposes only and are subject to change. See “The current financial strength ratings assigned to our mortgage insurance subsidiaries could weaken our competitive position and potential downgrades by rating agencies to these ratings and the ratings assigned to Radian Group could adversely affect the Company” under “Item 1A. Risk Factors” in our 2022 Form 10-K.
| Ratings | ||||
|---|---|---|---|---|
| Subsidiary | Moody’s (1) | S&P (1) | Fitch (1) | Demotech |
| Radian Group | Baa3 | BB+ | BBB- | N/A |
| Radian Guaranty | A3 | BBB+ | A- | N/A |
| Radian Title Insurance | N/A | N/A | N/A | A |
(1)Moody’s, S&P and Fitch each currently rate the outlook for both Radian Group and Radian Guaranty as Stable.
Critical Accounting Estimates
As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our 2022 Form 10-K. See Note 2 of Notes to Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s consolidated financial position, earnings, cash flows or disclosures.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the potential for loss due to adverse changes in the value of financial instruments as a result of changes in market conditions. Examples of market risk include changes in interest rates, credit spreads, foreign currency exchange rates and equity prices. We regularly analyze our exposure to interest-rate risk and credit-spread risk and have determined that the fair value of our investments is materially exposed to changes in both interest rates and credit spreads. See “Our success depends, in part, on our ability to manage risks in our investment portfolio” under “Item 1A. Risk Factors” in our 2022 Form 10-K.
Our market risk exposures at June 30, 2023, have not materially changed from those identified in our 2022 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2023, pursuant to Rule 15d-15(b) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
During the three-month period ended June 30, 2023, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are routinely involved in a number of legal actions and proceedings, including reviews, audits, inquiries, information-gathering requests and investigations by various regulatory entities, as well as litigation and other disputes arising in the ordinary course of our business. See Note 13 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding legal actions and proceedings.
Item 1A. Risk Factors
There have been no material changes to our risk factors from those previously disclosed in our 2022 Form 10-K.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuance of Unregistered Securities
During the three months ended June 30, 2023, no equity securities of Radian Group were sold that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
The following table provides information about purchases of Radian Group common stock by us (and our affiliated purchasers) during the three months ended June 30, 2023.
| Share repurchase program | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands, except per-share amounts) | Total Number<br><br>of Shares<br><br>Purchased (1) | Average Price <br>Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) | ||
| Period | ||||||
| 4/1/2023 to 4/30/2023 | 239,496 | $ | 21.93 | 228,586 | $ | 280,000 |
| 5/1/2023 to 5/31/2023 | 525,773 | 24.95 | — | 280,000 | ||
| 6/1/2023 to 6/30/2023 | 2,216 | 25.96 | — | 280,000 | ||
| Total | 767,485 | 228,586 |
(1)Includes 538,899 shares tendered by employees as payment of taxes withheld on the vesting of certain restricted stock awards granted under the Company’s equity compensation plans.
(2)In January 2023, Radian Group’s board of directors approved a share repurchase program authorizing the Company to spend up to $300 million, excluding commissions, to repurchase Radian Group common stock. During the three months ended June 30, 2023, the Company purchased 229 thousand shares at an average price of $21.88, including commissions, under this share repurchase program, which expires in January 2025. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.
Limitations on Payment of Dividends
Radian Group is not subject to any legal or contractual limitations on its ability to pay dividends except as described below. The Company is subject to dividend limitations generally applicable to corporations that are incorporated in Delaware. In addition, pursuant to Radian Group’s revolving credit facility and the Parent Guarantees, Radian Group is permitted to pay dividends so long as no event of default exists and the Company is in pro forma compliance with the applicable financial covenants in the agreements on the date a dividend is declared. See Note 12 of Notes to Consolidated Financial Statements in our 2022 Form 10-K for additional details.
Item 5. Other Information
None of the directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the period covered by this Report.
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Item 6. Exhibits
* Filed herewith.
** Furnished herewith.
+ Management contract, compensatory plan or arrangement
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Radian Group Inc. | ||
|---|---|---|
| Date: | August 4, 2023 | /s/ SUMITA PANDIT |
| Sumita Pandit | ||
| Senior Executive Vice President, Chief Financial Officer | ||
| Date: | August 4, 2023 | /s/ ROBERT J. QUIGLEY |
| Robert J. Quigley | ||
| Executive Vice President, Controller and Chief Accounting Officer |
69
Document
Exhibit 10.1
2023 Performance Section 16 Officers
RADIAN GROUP INC.
2021 EQUITY COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT
(LTI BOOK VALUE WITH RELATIVE TSR MODIFIER)
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 17, 2023 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to #ParticipantName#, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan;
WHEREAS, the Restricted Stock Units granted pursuant to these Terms and Conditions shall vest based on the attainment of LTI Performance (as defined below) and continued employment; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Grant of Performance-Based Restricted Stock Units. The Company hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Target Award”), subject to the vesting and other conditions of these Terms and Conditions. Payment of the Restricted Stock Units will be based on performance against the metrics set forth in Schedule A (the “LTI Performance”) and, except as otherwise provided herein, continued employment.
2.Vesting.
(a)General Vesting Terms. Except as set forth in Sections 2(d) and 2(e) below, the Grantee shall vest in a number of Restricted Stock Units with respect to the Target Award based on the LTI Performance as of the end of the performance period, provided that, except as set forth in Sections 2(b) and 2(c) below, the Grantee remains employed by the Company or a Subsidiary through May 15, 2026 (the “Vesting Date”). The performance period is the period beginning on April 1, 2023 and ending on March 31, 2026 (the “Performance Period”). Except as specifically provided below in this Section 2, no Restricted Stock Units will vest for any reason prior to the Vesting Date, and in the event of a termination of the Grantee’s employment prior to the Vesting Date, the Grantee will forfeit to the Company all Restricted Stock Units that have not yet vested as of the termination date. Except as provided in Sections 2(d) and 2(e)
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below, any Restricted Stock Units that have not vested at the end of the Performance Period will be immediately forfeited.
(b)Retirement.
(i)If the Grantee terminates employment prior to the Vesting Date on account of the Grantee’s Retirement, the Grantee will not forfeit the Restricted Stock Units upon Retirement, and the Restricted Stock Units will vest on the Vesting Date based on the LTI Performance through the end of the Performance Period, except as provided in Sections 2(d) and 2(e) below.
(ii)For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service from the Company and its Subsidiaries, other than on account of Cause (as defined below), death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or a Subsidiary, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or a Subsidiary.
(iii)For purposes of these Terms and Conditions, “Cause” shall mean the Grantee’s (A) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (B) fraud, dishonesty, theft, or misappropriation of funds in connection with the Grantee’s duties with the Company and its Subsidiaries, (C) material violation of the Company’s Code of Conduct or employment policies, as in effect from time to time, (D) gross negligence or willful misconduct in the performance of the Grantee’s duties with the Company and its Subsidiaries, or (E) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Grantee engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Grantee’s termination of employment was a termination for Cause, even if not so designated at the date of termination.
(c)Involuntary Termination.
(i)Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, then on the Vesting Date the Grantee will vest in a number of Restricted Stock Units with respect to the Pro-Rata Target Award (as defined below), based on the LTI Performance through the end of the Performance Period. For purposes of these Terms and Conditions, “Pro-Rata Target Award” shall mean a pro-rated portion of the Restricted Stock Units, which shall be determined by multiplying the number of Restricted Stock Units in the Target Award by a fraction, the numerator of which is the number of months that elapsed during the period beginning on the Grant Date and ending on the Grantee’s termination date (with a partial month counting as a whole month for this purpose), and the denominator of which is 36. Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period following the Grant Date, the Grantee’s Restricted Stock Units will be forfeited.
(ii)Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period immediately prior to the Vesting Date, the Grantee’s Restricted Stock Units will vest on the Vesting Date without proration, based on the LTI Performance through the end of the Performance Period.
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(iii)For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company and its Subsidiaries on account of a termination by the Company or a Subsidiary without Cause, other than on account of Retirement, death or Disability, provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or Subsidiary, as applicable. A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Grantee’s executive severance agreement.
(d)Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or a Subsidiary prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level (as described in Section 6 of Schedule A)) on the date of the Grantee’s death or Disability, as applicable. If, following the Grantee’s termination of employment due to Retirement, or due to Involuntary Termination after the six month period following the Grant Date, the Grantee dies prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level) on the date of the Grantee’s death; provided that if the termination of employment was due to Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Pro-Rata Target Award level (or, if a Change of Control has occurred, the Pro-Rata Target Award will vest at the CoC Performance Level) on the date of the Grantee’s death. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or a Subsidiary, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the Vesting Date, the award will be forfeited.
(e)Change of Control.
(i)If a Change of Control occurs prior to the Vesting Date, the Restricted Stock Units will vest at the CoC Performance Level on the Vesting Date, provided that, except as set forth in subsections (ii) and (iii) below, the Grantee remains employed by the Company or a Subsidiary through the Vesting Date.
(ii)If, prior to the Vesting Date, a Change of Control occurs and the Grantee’s employment is terminated by the Company or a Subsidiary without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest at the CoC Performance Level as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control). If the Grantee’s employment terminates on account of an Involuntary Termination as described in Section 2(c) (other than an Involuntary Termination within six months following the Grant Date) more than 90 days before the Change of Control, and a Change of Control subsequently occurs
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prior to the Vesting Date, then on the date of the Change of Control, the Grantee will vest in a Pro-Rata Target Award based on performance at the CoC Performance Level on the date of the Change of Control; provided that if Section 2(c)(ii) applies, the Grantee will vest in the Restricted Stock Units at the CoC Performance Level and no pro-ration will apply.
(iii)If the Grantee’s employment terminates on account of Retirement before a Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, the outstanding Restricted Stock Units will vest on the date of the Change of Control at the CoC Performance Level. If the Grantee’s employment terminates on account of Retirement on or after a Change of Control, the Restricted Stock Units will vest at the CoC Performance Level on the Grantee’s Retirement date.
(f)Cause. Notwithstanding anything in these Terms and Conditions to the contrary, in the event the Grantee’s employment is terminated by the Company or a Subsidiary for Cause, all outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
(g)Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all unvested Restricted Stock Units. Except as provided in Section 2(b), 2(c) or 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or a Subsidiary has terminated for any reason.
3.Restricted Stock Units Account.
The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4.Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable after vesting of the underlying Restricted Stock Units, as described below. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the Restricted Stock Units. The Company will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Accrued dividend equivalents on vested Restricted Stock Units shall be paid in cash within 90 days after the Vesting Date or, if earlier, on the payment date for the Restricted Stock Units under Section 5(b). Any dividend equivalents that accrue with respect to vested Restricted Stock Units during the period after the Vesting Date and before the date on which the Restricted Stock Units are paid as described in Section 5 shall be paid in cash upon the payment date for the applicable dividend on shares of Common Stock. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5.Conversion of Restricted Stock Units.
(a)Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with these Terms and Conditions, the Grantee shall be entitled to receive payment
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of the vested Restricted Stock Units within 90 days after the one-year anniversary of the Vesting Date (the one-year anniversary of the Vesting Date is referred to as the “Distribution Date”).
(b)The vested Restricted Stock Units shall be paid earlier than the Distribution Date in the following circumstances:
(i)If (A) the Restricted Stock Units vest in accordance with Section 2(d) (the Grantee’s death or Disability), or (B) the Grantee dies or incurs a Disability after the Vesting Date but before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Grantee’s death or Disability, as applicable.
(ii)If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) and a Change of Control subsequently occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Change of Control.
(iii)If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) upon or after a Change of Control that occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the Grantee’s separation from service with the Company and its Subsidiaries.
(iv)Notwithstanding subsections (ii) and (iii), if the Change of Control is not a “change in control event” under section 409A of the Code, and if required by section 409A of the Code, payment will not be made on the dates described in subsections (ii) and (iii) and, instead, will be made within 90 days after the Distribution Date. In addition, if required by section 409A of the Code, if the separation from service described in subsection (iii) does not occur within two years after a Change of Control that is a “change in control event” under section 409A of the Code, payment will instead be made within 90 days after the Distribution Date.
(c)On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to (i) the limitation of subsection (d) below, (ii) compliance with the six-month delay described in Section 17 below, if applicable, and (iii) the payment of any federal, state, local or foreign withholding taxes as described in Section 13 below, and subject to compliance with the restrictive covenants in Section 7 below. The obligation of the Company to distribute shares shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 15 below.
(d)For the avoidance of doubt, the Grantee will forfeit all Restricted Stock Units if the Grantee’s employment is terminated for Cause prior to the Distribution Date or other applicable payment date under this Section 5.
(e)Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6.Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then
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unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee, the maximum number of shares for which the Restricted Stock Units may vest, the share price or class of Common Stock for purposes of the applicable performance goals, in each case, as appropriate to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7.Restrictive Covenants.
(a)The Grantee acknowledges and agrees that, during and after the Grantee’s employment with the Company or any of its Affiliates, the Grantee will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics, including terms applicable to former employees. A copy of the Code of Conduct and Ethics has been provided to the Grantee and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of these Terms and Conditions as if fully set forth herein.
(b)The Grantee acknowledges that the Grantee’s relationship with the Company and its Affiliates is one of confidence and trust such that the Grantee is, and may in the future be, privy to and/or the Grantee will develop Confidential Information and Trade Secrets of the Company or any of its Affiliates. Subject to the provisions of subsection (j), the Grantee agrees that, at all times during the Grantee’s employment and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason, whether by the Grantee or by the Company or any of its Affiliates, the Grantee will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during the Grantee’s employment with the Company or any of its Affiliates for the Grantee to fulfill the Grantee’s job duties and responsibilities to the Company or any of its Affiliates. At all times during the Grantee’s employment and after the Grantee’s termination of employment, the Grantee agrees that the Grantee shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. The Grantee hereby assigns to the Company any rights the Grantee may have or acquire in Confidential Information and Trade Secrets, whether developed by the Grantee or others, and the Grantee acknowledges and agrees that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of these Terms and Conditions, “Confidential Information and Trade Secrets” shall mean information that the Company or any of its Affiliates owns or possesses, that the Company or any of its Affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or any of its Affiliates, that the Company or any of its Affiliates treat as proprietary, private, or confidential, and that is not generally known to the public.
(c)The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, and for the 12 month period immediately following the Grantee’s termination of employment for any reason, and subject to subsection (l) below (the “Restricted Period”), the Grantee will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity within the United States whose primary business involves or is related to providing any mortgage- or real estate-related service or product that, during the Grantee’s employment, the Company or any of its Affiliates provides or is actively engaged in developing through the use of Confidential Information and
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Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, a nationwide geographic scope is appropriate and reasonable.
(d)The Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its Affiliates, (ii) solicit or attempt to solicit any employee of the Company or any of its Affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its Affiliates to change or terminate his or her relationship with the Company or any of its Affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its Affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of these Terms and Conditions; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this subsection (d).
(e)The Grantee covenants and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, either directly or indirectly through others:
(i)solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any actively sought prospective customer of the Company or any of its Affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or
(ii)encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates.
(f)The Grantee acknowledges and agrees that the business of the Company and its Affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company or any of its Affiliates at significant expense and effort, and that the restrictions contained in this Section 7 are reasonable and necessary to protect the legitimate business interests of the Company or any of its Affiliates.
(g)The parties to these Terms and Conditions acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in this Section 7 will result in irreparable injury to the Company or any of its Affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its Affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in subsection (h) below) to seek to enforce this Section 7 and any of its provisions by injunction, specific performance, or
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other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its Affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 7. The Grantee agrees that in any action in which the Company or any of its Affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of this Section 7 are unreasonable or otherwise unenforceable. Unless otherwise prohibited by applicable law, the Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of these Terms and Conditions shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.
(h)The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 7 or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (h)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 7 or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Board.
(i)If any portion of the covenants or agreements contained in this Section 7, the specific forfeiture provisions related to vested shares, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 7 shall survive the termination of the Grantee’s employment with the Company or any of its Affiliates and shall survive the termination of these Terms and Conditions.
(j)Nothing in these Terms and Conditions, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict the Grantee from initiating
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communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor do these Terms and Conditions require the Grantee to obtain prior authorization from the Company before engaging in any conduct described in this subsection (j), or to notify the Company that the Grantee has engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (j), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, the Grantee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Nothing in these Terms and Conditions prevents California or Washington employees from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that they have reason to believe is unlawful. Moreover, nothing in this Section 7 or these Terms and Conditions generally is intended to limit the exercise of Employee’s rights under Section 7 of the National Labor Relations Act (“NLRA”) including communicating with others regarding Employee’s terms and conditions of employment.
(k)Nothing in these Terms and Conditions shall be deemed to constitute the grant of any license or other right to the Grantee in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company or any of its Affiliates.
(l)Notwithstanding the foregoing, should the Grantee violate any of the restrictive covenants of these Terms and Conditions, then the period of the Grantee’s breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once the Grantee resumes compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of the Grantee’s compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
(m)In the event of a conflict between the terms of the confidentiality, non-competition or non-solicitation covenants in this Section 7 and a confidentiality, non-competition or non-solicitation covenant in a prior stock option, restricted stock unit or other equity grant agreement between the Grantee and the Company, the confidentiality, non-competition and non-solicitation covenants in this Section 7 shall control as of the Grant Date.
8.No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
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9.Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or a Subsidiary or shall interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment or service at any time.
10.Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11.Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a Subsidiary thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12.Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
13.Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of the Company’s Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
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14.Governing Law.
Where permissible by applicable law, the validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15.Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
16.Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
17.Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the
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Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary C. Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he or she has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Schedule A
LTI Performance
Vesting of the Restricted Stock Units will be based on the following performance results: (i) the Company’s cumulative growth in LTI Book Value per Share (as defined below) over the Performance Period and (ii) the Relative TSR Modifier (as defined below).
1.LTI Book Value per Share.
(a)Except as set forth in Section 6 below, vesting of the Restricted Stock Units will be based on the Company’s cumulative growth in LTI Book Value per Share and the Company Absolute TSR (as defined below) as compared to the Average Peer Group TSR, in each case over the Performance Period beginning on April 1, 2023 and ending on March 31, 2026 as compared to the following reference points:
| Cumulative Growth in LTI Book Value per Share(1) | BV Payout Percentage(1)<br><br>(Percentage of Target Award) |
|---|---|
| Maximum (45%) | 200% |
| Target (30%) | 100% |
| Threshold (≤15%)(2) | 0% |
(1) If the Company’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the BV Payout Percentage will be interpolated. Cumulative growth in LTI Book Value per Share will be calculated by dividing the LTI Book Value per Share on the last day of the Performance Period (or the projected LTI Book Value per Share in the case of a Change of Control, as described below), by the LTI Book Value per Share on the first day of the Performance Period, expressed as a percentage, minus 100%.
(2) The LTI Book Value per Share at the beginning of the Performance Period (April 1, 2023) was $28.70. If the Company’s cumulative growth in LTI Book Value per Share is less than or equal to 15%, the BV Payout Percentage will be zero.
(b)The Company’s “LTI Book Value per Share” is defined as: (i) Book Value adjusted to exclude (A) Accumulated Other Comprehensive Income and (B) the impact, if any, during the Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) the basic shares of Common Stock of the Company outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from the Company’s financial statements, prepared in accordance with GAAP, and the adjustments described above.
2.Calculation of TSR. At the end of the Performance Period, the TSR for the Company and for each company in the TSR Peer Group (as defined below) shall be calculated by dividing the Closing Average Share Value (as defined below) by the Opening Average Share Value (as defined below). The companies in the TSR Peer Group will be determined on the first day of the Performance Period for purposes of the TSR calculation and will be changed only in accordance with subsection (d) below. No company shall be added to the TSR Peer Group during the Performance Period for purposes of the TSR calculation.
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(a)The term “Closing Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on and including March 31, 2026), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (iii) average the amounts so determined for the 20-day period.
(b)The term “Opening Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the day immediately prior to the first day of the Performance Period (i.e., the 20 trading days ending immediately prior to April 1, 2023), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading day during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (ii) average the amounts so determined for the 20-day period. The Opening Average Share Value is $21.45.
(c)The term “Accumulated Shares” means, for a given trading day, the sum of (i) one share and (ii) a cumulative number of shares of the company’s common stock purchased with dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date. The calculations under this Schedule A shall include ex-dividend dates between and including March 6, 2023 and the trading day.
(d)The term “TSR Peer Group” means the companies listed on Exhibit A and will be subject to change as follows:
(i)In the event of a merger, acquisition or business combination transaction of a company in the TSR Peer Group in which the company in the TSR Peer Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the TSR Peer Group. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the TSR Peer Group.
(ii)In the event of a merger, acquisition or business combination transaction of a company in the TSR Peer Group, a “going private” transaction or other event involving a company in the TSR Peer Group or the liquidation of a company in the TSR Peer Group, in each case where the company in the TSR Peer Group is not the surviving entity or is no longer publicly traded, the company shall no longer be a company in the TSR Peer Group.
(iii)Notwithstanding the foregoing, in the event of a bankruptcy of a company in the TSR Peer Group where the company in the TSR Peer Group is not publicly traded at the end of the Performance Period, such company shall remain a company in the TSR Peer Group but shall be deemed to have a TSR of negative 100% (-100%).
3.Relative TSR Modifier. The results of the BV Payout Percentage, as described in Section 1 above, shall be modified by a Relative TSR Modifier (as defined below) to determine the actual number of Restricted Stock Units that vest. If the Relative TSR Modifier is zero, the Final Payout Percentage (as defined below) will be the BV Payout Percentage determined under Section 1 above.
(a)A “Relative TSR Modifier” shall be calculated based on the Company’s cumulative three-year TSR for the Performance Period (“Company Absolute TSR”), as compared to a simple average TSR of the companies in the TSR Peer Group for the Performance Period (the “Average Peer Group TSR”), as follows:
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(i)If the Company Absolute TSR is higher than the Average Peer Group TSR by at least 0.5%, the applicable Relative TSR Modifier will be added to the BV Payout Percentage such that the BV Payout Percentage increases by 6.2% or 6.3%, as applicable, for every 2.5% by which the Company Absolute TSR exceeds the Average Peer Group TSR, as shown in the table below. Notwithstanding the forgoing, if the Company Absolute TSR is higher than the Average Peer Group TSR by at least 0.5%, but the Company Absolute TSR for the Performance Period is negative, the Relative TSR Modifier will be zero.
(ii)If the Company Absolute TSR does not exceed the Average Peer Group TSR by at least 0.5%, the applicable Relative TSR Modifier will be deducted from the BV Payout Percentage such that the BV Payout Percentage will be reduced by 6.2% or 6.3%, as applicable, for every 2.5% by which the Company Absolute TSR is less than the Average Peer Group TSR, as shown in the table below.
(iii)Straight-line interpolation will apply to performance levels between the performance levels illustrated in the table below:
| Company Absolute TSR<br><br>vs.<br><br>Average Peer Group TSR | Relative TSR Modifier |
|---|---|
| 10.5% | 25.0% |
| 8.0% | 18.8% |
| 5.5% | 12.5% |
| 3.0% | 6.3% |
| 0.5% | 0.0% |
| -2.0% | -6.3% |
| -4.5% | -12.5% |
| -7.0% | -18.8% |
| ≤-9.5% | -25.0% |
4.Final Payout Percentage. The actual number of Restricted Stock Units that vest with respect to the Performance Period (“Final Payout Percentage”) shall be determined by multiplying the Target Award by the BV Payout Percentage after adjustment by the Relative TSR Modifier. In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award.
5.General Vesting Terms. Any fractional Restricted Stock Unit resulting from the vesting of the Restricted Stock Units in accordance with these Terms and Conditions shall be rounded down to the nearest whole number. Any portion of the Restricted Stock Units that does not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period.
6.Change of Control Vesting. If a Change of Control occurs prior to the end of the Performance Period, the Committee will calculate the “CoC Performance Level,” based on (a) the Company’s projected LTI Book Value per Share through the end of the Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, and (b) the Relative TSR Modifier based on the Company
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Absolute TSR as compared to the Average Peer Group TSR as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, in each case as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on LTI Performance through the end of the Performance Period. Any Restricted Stock Units that do not vest at the CoC Performance Level shall be forfeited as of the date of the Change of Control.
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EXHIBIT A
TSR PEER GROUP
Enact Holdings (ACT)
Essent Group (ESNT)
MGIC Investment Corporation (MTG)
NMI Holdings (NMIH)
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Document
Exhibit 10.2
2023 Performance Thornberry
RADIAN GROUP INC.
2021 EQUITY COMPENSATION PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT
(LTI BOOK VALUE WITH RELATIVE TSR MODIFIER)
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made as of May 17, 2023 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to Richard G. Thornberry, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan;
WHEREAS, the Restricted Stock Units granted pursuant to these Terms and Conditions shall vest based on the attainment of LTI Performance (as defined below) and continued employment; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Grant of Performance-Based Restricted Stock Units. The Company hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Target Award”), subject to the vesting and other conditions of these Terms and Conditions. Payment of the Restricted Stock Units will be based on performance against the metrics set forth in Schedule A (the “LTI Performance”) and, except as otherwise provided herein, continued employment.
2.Vesting.
(a)General Vesting Terms. Except as set forth in Sections 2(d) and 2(e) below, the Grantee shall vest in a number of Restricted Stock Units with respect to the Target Award based on the LTI Performance as of the end of the performance period, provided that, except as set forth in Sections 2(b) and 2(c) below, the Grantee remains employed by the Company or an Affiliate through May 15, 2026 (the “Vesting Date”). The performance period is the period beginning on April 1, 2023 and ending on March 31, 2026 (the “Performance Period”). Except as specifically provided below in this Section 2, no Restricted Stock Units will vest for any reason prior to the Vesting Date, and in the event of a termination of the Grantee’s employment prior to the Vesting Date, the Grantee will forfeit to the Company all Restricted Stock Units that have not yet vested as of the termination date. Except as provided in Sections 2(d) and 2(e)
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below, any Restricted Stock Units that have not vested at the end of the Performance Period will be immediately forfeited.
(b)Retirement.
(i)If the Grantee terminates employment prior to the Vesting Date on account of the Grantee’s Retirement, the Grantee will not forfeit the Restricted Stock Units upon Retirement, and the Restricted Stock Units will vest on the Vesting Date based on the LTI Performance through the end of the Performance Period, except as provided in Sections 2(d) and 2(e) below.
(ii)For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service from the Company and its Affiliates, other than on account of Cause (as defined below), death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or an Affiliate, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or an Affiliate.
(iii)For purposes of these Terms and Conditions, “Cause” shall have the meaning ascribed to the term in the Employment Agreement between the Grantee and the Company dated November 19, 2019, as amended effective March 26, 2021 (the “Employment Agreement”).
(c)Involuntary Termination.
(i)Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, then on the Vesting Date the Grantee will vest in a number of Restricted Stock Units with respect to the Pro-Rata Target Award (as defined below), based on the LTI Performance through the end of the Performance Period. For purposes of these Terms and Conditions, “Pro-Rata Target Award” shall mean a pro-rated portion of the Restricted Stock Units, which shall be determined by multiplying the number of Restricted Stock Units in the Target Award by a fraction, the numerator of which is the number of months that elapsed during the period beginning on the Grant Date and ending on the Grantee’s termination date (with a partial month counting as a whole month for this purpose), and the denominator of which is 36. Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period following the Grant Date, the Grantee’s Restricted Stock Units will be forfeited.
(ii)Except as provided in Sections 2(d) and 2(e) below, if the Grantee incurs an Involuntary Termination during the six-month period immediately prior to the Vesting Date, the Grantee’s Restricted Stock Units will vest on the Vesting Date without proration, based on the LTI Performance through the end of the Performance Period.
(iii)For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company and its Affiliates on account of a termination by the Company or an Affiliate without Cause, other than on account of Retirement, death or Disability, provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or an Affiliate, as applicable. A termination by the Grantee for Good Reason under the Employment Agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Employment Agreement.
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(d)Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level (as described in Section 6 of Schedule A)) on the date of the Grantee’s death or Disability, as applicable. If, following the Grantee’s termination of employment due to Retirement, or due to Involuntary Termination after the six month period following the Grant Date, the Grantee dies prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Target Award level (or, if a Change of Control has occurred, at the CoC Performance Level) on the date of the Grantee’s death; provided that if the termination of employment was due to Involuntary Termination during the period beginning six months after the Grant Date and ending six months prior to the Vesting Date, the Grantee’s Restricted Stock Units will automatically vest at the Pro-Rata Target Award level (or, if a Change of Control has occurred, the Pro-Rata Target Award will vest at the CoC Performance Level) on the date of the Grantee’s death. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the Vesting Date, the award will be forfeited.
(e)Change of Control.
(i)If a Change of Control occurs prior to the Vesting Date, the Restricted Stock Units will vest at the CoC Performance Level on the Vesting Date, provided that, except as set forth in subsections (ii) and (iii) below, the Grantee remains employed by the Company or an Affiliate through the Vesting Date.
(ii)If, prior to the Vesting Date, a Change of Control occurs and the Grantee’s employment is terminated by the Company or an Affiliate without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest at the CoC Performance Level as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control). If the Grantee’s employment terminates on account of an Involuntary Termination as described in Section 2(c) (other than an Involuntary Termination within six months following the Grant Date) more than 90 days before the Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, then on the date of the Change of Control, the Grantee will vest in a Pro-Rata Target Award based on performance at the CoC Performance Level on the date of the Change of Control; provided that if Section 2(c)(ii) applies, the Grantee will vest in the Restricted Stock Units at the CoC Performance Level and no pro-ration will apply.
(iii)If the Grantee’s employment terminates on account of Retirement before a Change of Control, and a Change of Control subsequently occurs prior to the Vesting Date, the outstanding Restricted Stock Units will vest on the date of the Change of Control at the CoC Performance Level. If the Grantee’s employment terminates on account of Retirement on or after a Change of Control, the Restricted Stock Units will vest at the CoC Performance Level on the Grantee’s Retirement date.
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(f)Cause. Notwithstanding anything in these Terms and Conditions to the contrary, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, all outstanding Restricted Stock Units held by the Grantee shall immediately terminate and be of no further force or effect.
(g)Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all unvested Restricted Stock Units. Except as provided in Section 2(b), 2(c) or 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason.
3.Restricted Stock Units Account.
The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4.Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable after vesting of the underlying Restricted Stock Units, as described below. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the Restricted Stock Units. The Company will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Accrued dividend equivalents on vested Restricted Stock Units shall be paid in cash within 90 days after the Vesting Date or, if earlier, on the payment date for the Restricted Stock Units under Section 5(b). Any dividend equivalents that accrue with respect to vested Restricted Stock Units during the period after the Vesting Date and before the date on which the Restricted Stock Units are paid as described in Section 5 shall be paid in cash upon the payment date for the applicable dividend on shares of Common Stock. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5.Conversion of Restricted Stock Units.
(a)Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with these Terms and Conditions, the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 90 days after the one-year anniversary of the Vesting Date (the one-year anniversary of the Vesting Date is referred to as the “Distribution Date”).
(b)The vested Restricted Stock Units shall be paid earlier than the Distribution Date in the following circumstances:
(i)If (A) the Restricted Stock Units vest in accordance with Section 2(d) (the Grantee’s death or Disability), or (B) the Grantee dies or incurs a Disability after the Vesting Date but before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Grantee’s death or Disability, as applicable.
(ii)If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) and a Change of Control subsequently occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the date of the Change of Control.
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(iii)If the Grantee’s employment terminates in accordance with Section 2(e)(ii) or 2(e)(iii) upon or after a Change of Control that occurs before the Distribution Date, the vested Restricted Stock Units shall be paid within 90 days after the Grantee’s separation from service with the Company and its Affiliates.
(iv)Notwithstanding subsections (ii) and (iii), if the Change of Control is not a “change in control event” under section 409A of the Code, and if required by section 409A of the Code, payment will not be made on the dates described in subsections (ii) and (iii) and, instead, will be made within 90 days after the Distribution Date. In addition, if required by section 409A of the Code, if the separation from service described in subsection (iii) does not occur within two years after a Change of Control that is a “change in control event” under section 409A of the Code, payment will instead be made within 90 days after the Distribution Date.
(c)On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to (i) the limitation of subsection (d) below, (ii) compliance with the six-month delay described in Section 17 below, if applicable, and (iii) the payment of any federal, state, local or foreign withholding taxes as described in Section 13 below, and subject to compliance with the Restrictive Covenants (as defined in Section 7(a) below). The obligation of the Company to distribute shares shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 15 below.
(d)For the avoidance of doubt, the Grantee will forfeit all Restricted Stock Units if the Grantee’s employment is terminated for Cause prior to the Distribution Date or other applicable payment date under this Section 5.
(e)Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6.Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee, the maximum number of shares for which the Restricted Stock Units may vest, the share price or class of Common Stock for purposes of the applicable performance goals, in each case, as appropriate to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7.Restrictive Covenants.
(a)The Grantee acknowledges and agrees that in consideration for the grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the
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Company, the Company’s Code of Conduct (as defined in the Employment Agreement), and any other written agreements between the Company and the Grantee (collectively, the “Restrictive Covenants”).
(b)The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i)The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii)The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (b)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the Restrictive Covenants or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Board.
8.No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9.Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.
10.Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11.Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or
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enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12.Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to the Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, Pennsylvania 19087.
13.Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of the Company’s Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14.Governing Law.
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15.Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from
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time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
16.Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
17.Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary C. Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he or she has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Schedule A
LTI Performance
Vesting of the Restricted Stock Units will be based on the following performance results: (i) the Company’s cumulative growth in LTI Book Value per Share (as defined below) over the Performance Period and (ii) the Relative TSR Modifier (as defined below).
1.LTI Book Value per Share.
(a)Except as set forth in Section 6 below, vesting of the Restricted Stock Units will be based on the Company’s cumulative growth in LTI Book Value per Share and the Company Absolute TSR (as defined below) as compared to the Average Peer Group TSR, in each case over the Performance Period beginning on April 1, 2023 and ending on March 31, 2026 as compared to the following reference points:
| Cumulative Growth in LTI Book Value per Share(1) | BV Payout Percentage(1)<br><br>(Percentage of Target Award) |
|---|---|
| Maximum (45%) | 200% |
| Target (30%) | 100% |
| Threshold (≤15%)(2) | 0% |
(1) If the Company’s cumulative growth in LTI Book Value per Share falls between two referenced percentages, the BV Payout Percentage will be interpolated. Cumulative growth in LTI Book Value per Share will be calculated by dividing the LTI Book Value per Share on the last day of the Performance Period (or the projected LTI Book Value per Share in the case of a Change of Control, as described below), by the LTI Book Value per Share on the first day of the Performance Period, expressed as a percentage, minus 100%.
(2) The LTI Book Value per Share at the beginning of the Performance Period (April 1, 2023) was $28.70. If the Company’s cumulative growth in LTI Book Value per Share is less than or equal to 15%, the BV Payout Percentage will be zero.
(b)The Company’s “LTI Book Value per Share” is defined as: (i) Book Value adjusted to exclude (A) Accumulated Other Comprehensive Income and (B) the impact, if any, during the Performance Period (or through the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, if applicable) from declared dividends on common shares and dividend equivalents on outstanding equity awards, divided by (ii) the basic shares of Common Stock of the Company outstanding as of the applicable measurement date. The LTI Book Value per Share shall be derived from the Company’s financial statements, prepared in accordance with GAAP, and the adjustments described above.
2.Calculation of TSR. At the end of the Performance Period, the TSR for the Company and for each company in the TSR Peer Group (as defined below) shall be calculated by dividing the Closing Average Share Value (as defined below) by the Opening Average Share Value (as defined below). The companies in the TSR Peer Group will be determined on the first day of the Performance Period for purposes of the TSR calculation and will be changed only in accordance with subsection (d) below. No company shall be added to the TSR Peer Group during the Performance Period for purposes of the TSR calculation.
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(a)The term “Closing Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the last day of the Performance Period (i.e., the 20 trading days ending on and including March 31, 2026), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading date during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (iii) average the amounts so determined for the 20-day period.
(b)The term “Opening Average Share Value” means the average value of the common stock, including Accumulated Shares, for the 20 trading days ending on the day immediately prior to the first day of the Performance Period (i.e., the 20 trading days ending immediately prior to April 1, 2023), which shall be calculated as follows: (i) determine the closing price of the common stock on each trading day during the 20-day period, (ii) multiply each closing price by the Accumulated Shares as of that trading date, and (ii) average the amounts so determined for the 20-day period. The Opening Average Share Value is $21.45.
(c)The term “Accumulated Shares” means, for a given trading day, the sum of (i) one share and (ii) a cumulative number of shares of the company’s common stock purchased with dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date. The calculations under this Schedule A shall include ex-dividend dates between and including March 6, 2023 and the trading day.
(d)The term “TSR Peer Group” means the companies listed on Exhibit A and will be subject to change as follows:
(i)In the event of a merger, acquisition or business combination transaction of a company in the TSR Peer Group in which the company in the TSR Peer Group is the surviving entity and remains publicly traded, the surviving entity shall remain a company in the TSR Peer Group. Any entity involved in the transaction that is not the surviving company shall no longer be a company in the TSR Peer Group.
(ii)In the event of a merger, acquisition or business combination transaction of a company in the TSR Peer Group, a “going private” transaction or other event involving a company in the TSR Peer Group or the liquidation of a company in the TSR Peer Group, in each case where the company in the TSR Peer Group is not the surviving entity or is no longer publicly traded, the company shall no longer be a company in the TSR Peer Group.
(iii)Notwithstanding the foregoing, in the event of a bankruptcy of a company in the TSR Peer Group where the company in the TSR Peer Group is not publicly traded at the end of the Performance Period, such company shall remain a company in the TSR Peer Group but shall be deemed to have a TSR of negative 100% (-100%).
3.Relative TSR Modifier. The results of the BV Payout Percentage, as described in Section 1 above, shall be modified by a Relative TSR Modifier (as defined below) to determine the actual number of Restricted Stock Units that vest. If the Relative TSR Modifier is zero, the Final Payout Percentage (as defined below) will be the BV Payout Percentage determined under Section 1 above.
(a)A “Relative TSR Modifier” shall be calculated based on the Company’s cumulative three-year TSR for the Performance Period (“Company Absolute TSR”), as compared to a simple average TSR of the companies in the TSR Peer Group for the Performance Period (the “Average Peer Group TSR”), as follows:
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(i)If the Company Absolute TSR is higher than the Average Peer Group TSR by at least 0.5%, the applicable Relative TSR Modifier will be added to the BV Payout Percentage such that the BV Payout Percentage increases by 6.2% or 6.3%, as applicable, for every 2.5% by which the Company Absolute TSR exceeds the Average Peer Group TSR, as shown in the table below. Notwithstanding the forgoing, if the Company Absolute TSR is higher than the Average Peer Group TSR by at least 0.5%, but the Company Absolute TSR for the Performance Period is negative, the Relative TSR Modifier will be zero.
(ii)If the Company Absolute TSR does not exceed the Average Peer Group TSR by at least 0.5%, the applicable Relative TSR Modifier will be deducted from the BV Payout Percentage such that the BV Payout Percentage will be reduced by 6.2% or 6.3%, as applicable, for every 2.5% by which the Company Absolute TSR is less than the Average Peer Group TSR, as shown in the table below.
(iii)Straight-line interpolation will apply to performance levels between the performance levels illustrated in the table below:
| Company Absolute TSR<br><br>vs.<br><br>Average Peer Group TSR | Relative TSR Modifier |
|---|---|
| 10.5% | 25.0% |
| 8.0% | 18.8% |
| 5.5% | 12.5% |
| 3.0% | 6.3% |
| 0.5% | 0.0% |
| -2.0% | -6.3% |
| -4.5% | -12.5% |
| -7.0% | -18.8% |
| ≤-9.5% | -25.0% |
4.Final Payout Percentage. The actual number of Restricted Stock Units that vest with respect to the Performance Period (“Final Payout Percentage”) shall be determined by multiplying the Target Award by the BV Payout Percentage after adjustment by the Relative TSR Modifier. In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award.
5.General Vesting Terms. Any fractional Restricted Stock Unit resulting from the vesting of the Restricted Stock Units in accordance with these Terms and Conditions shall be rounded down to the nearest whole number. Any portion of the Restricted Stock Units that does not vest as of the end of the Performance Period shall be forfeited as of the end of the Performance Period.
6.Change of Control Vesting. If a Change of Control occurs prior to the end of the Performance Period, the Committee will calculate the “CoC Performance Level,” based on (a) the Company’s projected LTI Book Value per Share through the end of the Performance Period, projected as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, and (b) the Relative TSR Modifier based on the Company
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Absolute TSR as compared to the Average Peer Group TSR as of the end of the fiscal quarter immediately preceding the fiscal quarter in which the Change of Control occurs or the date of the Change of Control if the Change of Control occurs on the last day of a fiscal quarter, in each case as determined in the sole discretion of the Committee. If a Change of Control occurs after the end of the Performance Period and before the Vesting Date, the CoC Performance Level will be calculated based on LTI Performance through the end of the Performance Period. Any Restricted Stock Units that do not vest at the CoC Performance Level shall be forfeited as of the date of the Change of Control.
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EXHIBIT A
TSR PEER GROUP
Enact Holdings (ACT)
Essent Group (ESNT)
MGIC Investment Corporation (MTG)
NMI Holdings (NMIH)
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Document
Exhibit 10.3
2023 Time-Based RSU Section 16 Officers
RADIAN GROUP INC.
2021 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Restricted Stock Unit Grant made as of May 17, 2023 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to #ParticipantName#, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Grant of Restricted Stock Units.
The Company hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.
2.Vesting.
(a)General Vesting Terms. Provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date set forth in this Section 2 (the “Vesting Date”) and meets all applicable requirements set forth in these Terms and Conditions, the Restricted Stock Units awarded under these Terms and Conditions shall vest in three substantially equal installments on each of May 15, 2024, May 15, 2025 and May 15, 2026, except as set forth in Sections 2(b), 2(c), 2(d) and 2(e) below (the period over which the Restricted Stock Units vest is referred to as the “Restriction Period”).
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(b)Retirement.
(i)If the Grantee terminates employment during the Restriction Period because of the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii)For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service without Cause, other than on account of death or Disability (as defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or a Subsidiary, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or a Subsidiary.
(iii)For purposes of these Terms and Conditions, “Cause” shall mean the Grantee’s (A) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (B) fraud, dishonesty, theft, or misappropriation of funds in connection with the Grantee’s duties with the Company and its Subsidiaries, (C) material violation of the Company’s Code of Conduct or employment policies, as in effect from time to time, (D) gross negligence or willful misconduct in the performance of the Grantee’s duties with the Company and its Subsidiaries, or (E) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Committee. In the event that the Committee determines that the Grantee engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Grantee’s termination of employment was a termination for Cause, even if not so designated at the date of termination.
(c)Involuntary Termination.
(i)Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, one-third of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii)For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company and its Subsidiaries on account of a termination by the Company or a Subsidiary without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or Subsidiary, as applicable. A termination by the Grantee for Good Reason under the Grantee’s executive severance agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning assigned to it in the Grantee’s executive severance agreement.
(d)Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or a Subsidiary during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or a Subsidiary, as applicable, and that meets the requirements of a disability under section 409A
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of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.
(e)Change of Control. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).
(f)Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or a Subsidiary has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or a Subsidiary for Cause, the outstanding Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.
3.Restricted Stock Units Account.
The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4.Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable subject to the same vesting terms and other conditions as the Restricted Stock Units to which they relate. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. The Company will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested dividend equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Restricted Stock Units. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5.Conversion of Restricted Stock Units.
(a)Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 90 days after the applicable Vesting Date.
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(b)The vested Restricted Stock Units shall be paid earlier than the applicable Vesting Date in the following circumstances:
(i)If the Restricted Stock Units vest in accordance with Section 2(b) (Retirement), Section 2(c) (Involuntary Termination), or Section 2(d) (death or Disability), the Grantee shall receive payment of the vested Restricted Stock Units within 90 days after the date of the Grantee’s termination of employment on account of Retirement, Involuntary Termination or death, or the date of Disability, as applicable.
(ii)If a Change of Control occurs and the Grantee’s employment terminates in accordance with Section 2(e), the Grantee shall receive payment of the vested Restricted Stock Units within 90 days after the date of the Grantee’s termination of employment (or, if later, on the date of the Change of Control).
(c)On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 17 below, if applicable, and the payment of any federal, state, local, or foreign withholding taxes as described in Section 13 below, and subject to compliance with the restrictive covenants in Section 7 below. The obligation of the Company to distribute shares shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 15 below.
(d)Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6.Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7.Restrictive Covenants.
(a)The Grantee acknowledges and agrees that, during and after the Grantee’s employment with the Company or any of its Affiliates, the Grantee will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics, including terms applicable to former employees. A copy of the Code of Conduct and Ethics has been provided to the Grantee and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of these Terms and Conditions as if fully set forth herein.
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(b)The Grantee acknowledges that the Grantee’s relationship with the Company and its Affiliates is one of confidence and trust such that the Grantee is, and may in the future be, privy to and/or the Grantee will develop Confidential Information and Trade Secrets of the Company or any of its Affiliates. Subject to the provisions of subsection (j), the Grantee agrees that, at all times during the Grantee’s employment and after the Grantee’s employment with the Company or any of its Affiliates terminates for any reason, whether by the Grantee or by the Company or any of its Affiliates, the Grantee will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during the Grantee’s employment with the Company or any of its Affiliates for the Grantee to fulfill the Grantee’s job duties and responsibilities to the Company or any of its Affiliates. At all times during the Grantee’s employment and after the Grantee’s termination of employment, the Grantee agrees that the Grantee shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. The Grantee hereby assigns to the Company any rights the Grantee may have or acquire in Confidential Information and Trade Secrets, whether developed by the Grantee or others, and the Grantee acknowledges and agrees that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of these Terms and Conditions, “Confidential Information and Trade Secrets” shall mean information that the Company or any of its Affiliates owns or possesses, that the Company or any of its Affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or any of its Affiliates, that the Company or any of its Affiliates treat as proprietary, private, or confidential, and that is not generally known to the public.
(c)The Grantee acknowledges and agrees that, during the Grantee’s employment with the Company or any of its Affiliates, and for the 12 month period immediately following the Grantee’s termination of employment for any reason, and subject to subsection (l) below (the “Restricted Period”), the Grantee will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity within the United States whose primary business involves or is related to providing any mortgage- or real estate-related service or product that, during the Grantee’s employment, the Company or any of its Affiliates provides or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which the Grantee has had access to Confidential Information and Trade Secrets or otherwise has had active involvement. The Grantee further agrees that, given the nature of the business of the Company and its Affiliates and the Grantee’s position with the Company, a nationwide geographic scope is appropriate and reasonable.
(d)The Grantee acknowledges and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company or any of its Affiliates, (ii) solicit or attempt to solicit any employee of the Company or any of its Affiliates to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company or any of its Affiliates to change or terminate his or her relationship with the Company or any of its Affiliates, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its Affiliates and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire the Grantee, such hiring or solicitation shall be conclusively presumed to be a violation of these Terms and Conditions; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity
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that has hired or agreed to hire the Grantee, or by a headhunter employed by such entity, which does not involve the Grantee, shall not be a violation of this subsection (d).
(e)The Grantee covenants and agrees that, during the term of the Grantee’s employment by the Company or any of its Affiliates and during the Restricted Period, the Grantee shall not, either directly or indirectly through others:
(i)solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination or any actively sought prospective customer of the Company or any of its Affiliates for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or any of its Affiliates during the Grantee’s employment with the Company or any of its Affiliates; or
(ii)encourage any customer for whom the Company or any of its Affiliates provided goods or services within 12 months prior to the Grantee’s date of termination to reduce the level or amount of business such customer conducts with the Company or any of its Affiliates.
(f)The Grantee acknowledges and agrees that the business of the Company and its Affiliates is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company or any of its Affiliates at significant expense and effort, and that the restrictions contained in this Section 7 are reasonable and necessary to protect the legitimate business interests of the Company or any of its Affiliates.
(g)The parties to these Terms and Conditions acknowledge and agree that any breach by the Grantee of any of the covenants or agreements contained in this Section 7 will result in irreparable injury to the Company or any of its Affiliates, as the case may be, for which money damages could not adequately compensate such entity. Therefore, the Company or any of its Affiliates shall have the right (in addition to any other rights and remedies which it may have at law or in equity and in addition to the forfeiture requirements set forth in subsection (h) below) to seek to enforce this Section 7 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company or any of its Affiliates may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 7. The Grantee agrees that in any action in which the Company or any of its Affiliates seeks injunction, specific performance, or other equitable relief, the Grantee will not assert or contend that any of the provisions of this Section 7 are unreasonable or otherwise unenforceable. Unless otherwise prohibited by applicable law, the Grantee irrevocably and unconditionally (i) agrees that any legal proceeding arising out of these Terms and Conditions shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consents to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any such court. The Grantee also irrevocably and unconditionally consents to the service of any process, pleadings, notices, or other papers.
(h)The Grantee acknowledges and agrees that in the event the Grantee breaches any of the covenants or agreements contained in this Section 7 or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
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(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of disposition. The Committee shall exercise the right of recoupment provided in this subsection (h)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the covenants or agreements contained in this Section 7, or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Board.
(i)If any portion of the covenants or agreements contained in this Section 7, the specific forfeiture provisions related to vested shares, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 7 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 7 shall survive the termination of the Grantee’s employment with the Company or any of its Affiliates and shall survive the termination of these Terms and Conditions.
(j)Nothing in these Terms and Conditions, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict the Grantee from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor do these Terms and Conditions require the Grantee to obtain prior authorization from the Company before engaging in any conduct described in this subsection (j), or to notify the Company that the Grantee has engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (j), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, the Grantee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. Nothing in these Terms and
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Conditions prevents California or Washington employees from discussing or disclosing information about unlawful acts, such as harassment or discrimination or any other conduct that they have reason to believe is unlawful. Moreover, nothing in this Section 7 or these Terms and Conditions generally is intended to limit the exercise of Employee’s rights under Section 7 of the National Labor Relations Act (“NLRA”) including communicating with others regarding Employee’s terms and conditions of employment.
(k)Nothing in these Terms and Conditions shall be deemed to constitute the grant of any license or other right to the Grantee in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company or any of its Affiliates.
(l)Notwithstanding the foregoing, should the Grantee violate any of the restrictive covenants of these Terms and Conditions, then the period of the Grantee’s breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once the Grantee resumes compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of the Grantee’s compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
(m)In the event of a conflict between the terms of the confidentiality, non-competition or non-solicitation covenants in this Section 7 and a confidentiality, non-competition or non-solicitation covenant in a prior stock option, restricted stock unit or other equity grant agreement between the Grantee and the Company, the confidentiality, non-competition and non-solicitation covenants in this Section 7 shall control as of the Grant Date.
8.No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9.Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or a Subsidiary or shall interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment or service at any time.
10.Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11.Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or a Subsidiary thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited,
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postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12.Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087.
13.Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of the Company’s Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14.Governing Law.
Where permissible by applicable law, the validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15.Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment
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policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
16.Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
17.Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary C. Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he or she has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Document
Exhibit 10.4
2023 Time-Based RSU Thornberry
RADIAN GROUP INC.
2021 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
These Terms and Conditions (“Terms and Conditions”) are part of the Restricted Stock Unit Grant made as of May 17, 2023 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to Richard G. Thornberry, an employee of the Company (the “Grantee”).
RECITALS
WHEREAS, the Radian Group Inc. 2021 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock Units in accordance with the terms and provisions of the Plan;
WHEREAS, the Company desires to grant Restricted Stock Units to the Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan; and
WHEREAS, the applicable provisions of the Plan are incorporated into these Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1.Grant of Restricted Stock Units.
The Company hereby awards to the Grantee #QuantityGranted# Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting and other conditions of these Terms and Conditions.
2.Vesting.
(a)General Vesting Terms. Provided the Grantee remains employed by the Company or an Affiliate through the applicable vesting date set forth in this Section 2 (the “Vesting Date”) and meets all applicable requirements set forth in these Terms and Conditions, the Restricted Stock Units awarded under these Terms and Conditions shall vest in three substantially equal installments on each of May 15, 2024, May 15, 2025, and May 15, 2026, except as set forth in Sections 2(b), 2(c), 2(d) and 2(e) below (the period over which the Restricted Stock Units vest is referred to as the “Restriction Period”).
(b)Retirement.
(i)If the Grantee terminates employment during the Restriction Period because of the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii)For purposes of these Terms and Conditions, “Retirement” shall mean the Grantee’s separation from service without Cause, other than on account of death or Disability (as
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defined below), (A) following the Grantee’s attainment of age 65 and completion of five years of service with the Company or an Affiliate, or (B) following the Grantee’s attainment of age 55 and completion of 10 years of service with the Company or an Affiliate.
(iii)For purposes of these Terms and Conditions, “Cause” shall have the meaning ascribed to the term in the Employment Agreement between the Grantee and the Company dated November 19, 2019, as amended effective March 26, 2021 (the “Employment Agreement”). In the event that the Committee determines that the Grantee engaged in any of the foregoing activities that are grounds for termination for Cause at any time, the Committee may determine that the Grantee’s termination of employment was a termination for Cause, even if not so designated at the date of termination.
(c)Involuntary Termination.
(i)Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, one-third of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.
(ii)For purposes of these Terms and Conditions, the term “Involuntary Termination” shall mean the Grantee’s separation from service from the Company and its Affiliates on account of a termination by the Company or an Affiliate without Cause, other than on account of Retirement, death or Disability; provided the Grantee signs and does not revoke a release and waiver of claims in favor of the Company and its Affiliates in a form provided by the Company or an Affiliate, as applicable. A termination by the Grantee for Good Reason under the Employment Agreement shall be deemed to be an Involuntary Termination. For purposes of these Terms and Conditions, “Good Reason” shall have the meaning ascribed to the term in the Employment Agreement.
(d)Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.
(e)Change of Control. Notwithstanding the foregoing, if, during the Restriction Period, a Change of Control occurs and the Grantee’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without Cause, or the Grantee terminates employment for Good Reason, and the Grantee’s date of termination of employment (or in the event of the Grantee’s termination for Good Reason, the event giving rise to Good Reason) occurs during the period beginning on the date that is 90 days before the Change of Control and ending on the date that is one year following the Change of Control, the unvested Restricted
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Stock Units will automatically vest as of the Grantee’s date of termination of employment (or, if later, on the date of the Change of Control).
(f)Other Termination. Except as provided in Sections 2(b), 2(c), 2(d) and 2(e), in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided in Section 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, the outstanding Restricted Stock Units held by such Grantee shall immediately terminate and be of no further force or effect.
3.Restricted Stock Units Account.
The Company shall establish a bookkeeping account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account.
4.Dividend Equivalents.
Dividend equivalents shall accrue with respect to the Grantee’s Restricted Stock Units and shall be payable subject to the same vesting terms and other conditions as the Restricted Stock Units to which they relate. Dividend equivalents shall be credited on the Restricted Stock Units as of the dividend record date with respect to shares of Common Stock from the Grant Date until the payment date for the vested Restricted Stock Units. The Company will keep records of dividend equivalents in a non-interest bearing bookkeeping account for the Grantee. No interest will be credited to any such account. Vested dividend equivalents shall be paid in cash at the same time and subject to the same terms as the underlying vested Restricted Stock Units. If and to the extent that the underlying Restricted Stock Units are forfeited, all related dividend equivalents shall also be forfeited. For the avoidance of doubt, if the Grantee elects to defer payment of the Restricted Stock Units under a Company deferred compensation plan, the payment date for accrued dividend equivalents will be determined based on the terms of the applicable deferred compensation plan.
5.Conversion of Restricted Stock Units.
(a)Except as otherwise provided in this Section 5, if the Restricted Stock Units vest in accordance with Section 2(a), the Grantee shall be entitled to receive payment of the vested Restricted Stock Units within 90 days after the applicable Vesting Date.
(b)The vested Restricted Stock Units shall be paid earlier than the applicable Vesting Date in the following circumstances:
(i)If the Restricted Stock Units vest in accordance with Section 2(b) (Retirement), Section 2(c) (Involuntary Termination), or Section 2(d) (death or Disability), the Grantee shall receive payment of the vested Restricted Stock Units within 90 days after the date of the Grantee’s termination of employment on account of Retirement, Involuntary Termination or death, or the date of Disability, as applicable.
(ii)If a Change of Control occurs and the Grantee’s employment terminates in accordance with Section 2(e), the Grantee shall receive payment of the vested Restricted Stock Units within 90 days after the date of the Grantee’s termination of employment (or, if later, on the date of the Change of Control).
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(c)On the applicable payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to compliance with the six-month delay described in Section 17 below, if applicable, and the payment of any federal, state, local, or foreign withholding taxes as described in Section 13 below, and subject to compliance with the Restrictive Covenants (as defined in Section 7(a) below). The obligation of the Company to distribute shares shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 15 below.
(d)Notwithstanding the foregoing, if the Grantee elects to defer payment of the Restricted Stock Units under the Company’s applicable deferred compensation plan, payment shall be made in the form and at the time specified under such plan.
6.Certain Corporate Changes.
If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 6 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.
7.Restrictive Covenants.
(a)The Grantee acknowledges and agrees that, in consideration for the grant of the Restricted Stock Units, the Grantee remains subject to the non-competition, non-solicitation, confidentiality, inventions assignment, and non-disparagement provisions to the extent described in (including incorporated by reference into) Section 14 of the Employment Agreement, the Restrictive Covenants Agreement dated February 8, 2017 between the Grantee and the Company, the Company’s Code of Conduct (as defined in the Employment Agreement), and any other written agreements between the Company and the Grantee (collectively, the “Restrictive Covenants”).
(b)The Grantee acknowledges and agrees that in the event the Grantee breaches any of the Restrictive Covenants or the Grantee’s employment is terminated by the Company or an Affiliate for Cause, including a determination by the Committee that the Grantee has engaged in any activity, at any time, that would be grounds for termination of the Grantee’s employment for Cause:
(i) The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units (without regard to whether the Restricted Stock Units have vested, except as to the vested shares where forfeiture of vested shares is expressly prohibited by law), and the outstanding Restricted Stock Units shall immediately terminate, and
(ii) The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company, in cash, the Fair Market Value of such shares of Common Stock as of the date of
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disposition. The Committee shall exercise the right of recoupment provided in this subsection (b)(ii) within (x) 180 days after the Committee’s discovery of the Grantee’s breach of any of the Restrictive Covenants, or (y) within 180 days after the later of (A) the Grantee’s termination of employment by the Company or an Affiliate for Cause, or (B) the Committee’s discovery of circumstances that, if known to the Committee, would have been grounds for termination for Cause; provided, however, that this right of recoupment shall not limit the Board’s recoupment authority under any applicable clawback or recoupment policy of the Board.
8.No Stockholder Rights.
The Grantee has no voting rights and no other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units, except as otherwise provided in Section 4.
9.Retention Rights.
Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.
10.Cancellation or Amendment.
This award may be canceled or amended by the Committee, in whole or in part, in accordance with the applicable terms of the Plan.
11.Notice.
Any notice to the Company provided for in these Terms and Conditions shall be addressed to it in care of the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll system of the Company or an Affiliate thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system.
12.Incorporation of Plan by Reference.
These Terms and Conditions are made pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions, and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the
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Committee in accordance with the provisions of the Plan. A copy of the Plan will be furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 550 East Swedesford Road, Suite 350, Wayne, PA 19087.
13.Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation or from amounts payable with respect to the Restricted Stock Units, including by withholding shares of the Company’s Common Stock to satisfy the federal (including FICA), state, local and foreign income and payroll tax withholding obligation on amounts payable in shares, in accordance with procedures authorized by the Committee and established by the Company.
14.Governing Law.
The validity, construction, interpretation, and effect of this instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
15.Grant Subject to Applicable Laws and Company Policies.
These Terms and Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
16.Assignment.
These Terms and Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death.
17.Section 409A.
This award of Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in these Terms and Conditions to the contrary, if the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and the Restricted Stock Units become vested and settled upon the Grantee’s termination of employment, payment with respect to the Restricted Stock Units shall be delayed
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for a period of six months after the Grantee’s termination of employment if the Grantee is a “specified employee” as defined under section 409A of the Code (as determined by the Committee), if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee’s termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee’s will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, payments made with respect to this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a “separation from service” as defined under section 409A of the Code. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment. If the Restricted Stock Units constitute “deferred compensation” under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Restricted Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.
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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has placed his or her signature hereon, effective as of the Grant Date set forth above.
RADIAN GROUP INC.
By: /s/ Mary C. Dickerson
Name: Mary Dickerson
Title: Senior Executive Vice President, Chief People Officer
By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he or she has read the Award Summary delivered in connection with this grant of Restricted Stock Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding.
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Document
Exhibit 10.5

January 23, 2023
Sumita Pandit
XXXXX XXXXXXX XXX
XXX XXXXX XXXXX XX XXXXX
XXXXXX.XXXXXX@gmail.com
Dear Sumita:
I am pleased to extend this conditional offer of employment to you as Senior EVP, Chief Growth Officer, at Radian Group Inc. (the “Company”). Because Radian is committed to providing a safe, healthy, and productive work environment for all employees, as well as maintaining the trust and confidence of our customers, this offer of employment is contingent upon your passing a pre-employment background investigation. In addition, in accordance with our governance policies and procedures, the offer further remains subject to approval of the Board of Directors of the Company (the “Board”). The background investigation will include: drug testing, criminal history, education verification, former employment verification, reference, social security number, address verification, global blacklist, federal and county criminal check, and may also include credit, adverse press, social media and/or DMV records, among other items included in a our customary screen for this level of position. Upon acceptance of this offer and subject to your passing our employment background investigation and our obtaining the necessary Board approvals, your start date is scheduled for March 6, 2023 (“Start Date”).
Your bi-weekly salary for this exempt position will be $19,231 on a bi-weekly basis, which is
$500,000, if annualized. The Company provides for the receipt of bi-weekly checks or automatic deposit receipts on every other Friday. Regular, full-time employees are paid through the last day in the current two-week period ending on Friday.
Assessment of your job performance will occur on an annual basis during our Company performance management cycle, with the performance period running from January 1 through December 31. Consistent with our pay-for-performance program, you are eligible to participate in our short-term incentive (“STI”) plan (together with any successor plans, the “STI Plan”).
Your annual short-term incentive target will be $500,000. This target is reviewed annually and is subject to change. Receipts of these awards are contingent upon business and/or individual performance, and other terms and conditions set forth in the STI Plan and are not guaranteed. Awards under the STI Plan are typically paid in the first quarter following the end of each performance year, subject to continued employment through the payment date, except as otherwise set forth in the STI Plan. Based on your Start Date of March 6, 2023, you will first participate in the 2023 performance cycle, with applicable STI award payable in 2024, and prorated for your period of employment in 2023.
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| Radian Group Inc. | 550 Swedesford Rd | Wayne, PA 19087 | 800.523.1988 | radian.com 1 |
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Exhibit 10.5
You will be eligible to participate in our long-term incentive (“LTI”) program beginning in 2023. Your target will be $1,500,000 for the 2023 performance year grant. This target is reviewed annually and is subject to change. The timing of the LTI grant(s) and the type of grant(s) provided can vary. Vesting and payment of these awards are subject to those terms established by the Compensation and Human Capital Management Committee of the Board (“Committee”) and are not guaranteed. Your LTI grants will be subject to compliance with confidentiality, noncompetition, non-solicitation, and other covenants with respect to your employment.
Subject to Board and Committee approval, on or around the Start Date, you will be granted a one-time award in the form of stock-settled restricted stock units ("RSUs"), with a grant date value of $750,000 based on the fair market value of the Company's common stock on the date of grant. The RSUs (i) will be issued under and subject to the terms and conditions of the Company's 2021 Equity Compensation Plan, (ii) will vest in full on the second anniversary of the date of grant, subject to your continued employment with the Company, and (iii) will have other terms consistent with equity grants made to similarly situated employees, including the Company's standard confidentiality, non-competition, and non-solicitation covenants.
The Committee will have full power and discretionary authority to interpret and administer the STI Plan and LTI plans and to oversee the Company’s overall compensation programs. All decisions and determinations by the Committee will be final, conclusive, and binding on you, your beneficiaries and any other person having or claiming to have an interest hereunder. The Company reserves the right at any time to modify the terms and conditions of its compensation programs. You will be notified in writing if the Company makes any material changes to its compensation programs.
All regular, full-time employees received a total of 9 paid holidays, and 2 floating holidays for 2023. The Company currently offers a Paid Time Off (“PTO”) bank of days for vacation, personal and sick time. While PTO is allocated annually, your PTO hours are accrued monthly. Employees are encouraged to only use PTO time that is accrued. Based upon your hire date you will be eligible for 25 PTO days for 2023. You will accrue PTO days year over year until you reach a cap of 38 PTO days, at which time you will stop accruing PTO days until your PTO balance is below the cap.
You will be eligible to participate in the Company’s benefits program in accordance with the terms and conditions of the applicable benefit plans and programs. On your first day of employment with the Company, you will be eligible to participate in our medical/prescription, dental and vision programs as well as other medical-based benefits (Health Savings Account (HSA), Flexible Spending Accounts (FSA), Employee Assistance Plan and voluntary benefits. On the first of the month following 30 days of employment, you will be eligible to participate in our other benefit programs such as our life insurance, accidental death and dismemberment insurance, as well as our short and long-term disability programs. In addition, you may begin participating in the Company’s 401(k) Savings Incentive Plan (SIP) as soon as administratively possible. The Company reserves the right to modify or terminate any of our benefit plans and programs at any time.
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| Radian Group Inc. | 550 Swedesford Rd | Wayne, PA 19087 | 800.523.1988 | radian.com 2 |
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Exhibit 10.5
Within three years of your start date, if mutually agreed upon by you and the company, you will be eligible for relocation to Radian’s headquarters location, in accordance with the terms of Radian’s then existing Executive Relocation Policy.
You will be offered an Executive Severance Agreement, which provides for severance benefits in the event of certain terminations of employment, substantially consistent with Executive Severance Agreements for similarly situated management employees. As a material condition of your employment with the Company, you agree that you will comply with (1) the Code of Conduct and Ethics provided by the Company and as amended from time to time; and (2) the terms of the Restrictive Covenants Agreement attached as Appendix A. Given your role with the Company, you will be subject to the Company’s stock ownership guidelines and claw back and recoupment policies adopted by the Board, which may be changed from time to time.
The Immigration Reform and Control Act of 1986 requires employers to verify the identity and the authorization of all employees to work in the United States. A list of all documents accepted by the Immigration and Naturalization Service is attached. Should you accept this offer, you must provide either one original document from List A or one document from both List B and List C on your first day of employment. These documents will be copied for your file and the originals returned to you. Please be aware that we are required by law to collect documentation within three days of employment. Failure to provide documentation within three days will result in termination.
Your employment with the Company is at will. This means that you and the Company both have the right to terminate the employment relationship with or without cause, at any time, with or without notice. Nothing in this letter or any other employment materials you may receive is intended, nor should any of it be construed or implied to create an employment contract between you and the Company.
Please sign, date and return the offer letter by January 30th. We are delighted with your decision to join Radian we believe this opportunity will result in a mutually beneficial and rewarding relationship. If you have any questions regarding any aspect of your employment of this letter, please contact myself or Mary Dickerson, Sr. EVP, Chief People Officer.
Sincerely,
/s/ Rick Thornberry
Rick Thornberry
CEO
Signature: /s/ Sumita Pandit
Date: Jan 20, 2023
Email Address: XXXXXX.XXXXXX@gmail.com
DB1/ 135472580.1
| Radian Group Inc. | 550 Swedesford Rd | Wayne, PA 19087 | 800.523.1988 | radian.com 3 |
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Document
Exhibit 10.6
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT, made and entered into as of the latest date set forth on the signature page, to be effective as of March 6, 2023 (“Effective Date”), by and between Radian Group Inc., a corporation organized and existing under the laws of the state of Delaware (the “Company”), and Sumita Pandit (the “Executive”).
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that an agreement providing severance benefits in the event of certain terminations of employment is important for recruiting, motivating and retaining executives in the competitive and consolidating industries in which the Company participates.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
1.Term. The term of this Agreement (the “Term”) shall begin on the Effective Date and shall end on December 31, 2023 or, if earlier, the Executive’s Termination Date (as defined below). On December 31, 2023, and each December 31 thereafter, the Term shall be extended for one (1) additional year unless the Company gives the Executive at least forty-five (45) days prior written notice that the Term will not be extended, or the Executive shall have incurred a Termination of Employment (as defined below) before such date. A notice by the Company not to extend the Term shall not, in and of itself, be considered a Termination of Employment or a Good Reason event (as defined below) for purposes of this Agreement.
2.Definitions. When used in this Agreement, the following terms shall have the specific meanings shown in this Section unless the context of any provision of this Agreement clearly requires otherwise:
(a)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b)“Cause” shall mean (i) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (ii) fraud, dishonesty, theft, or misappropriation of funds in connection with the Executive’s duties with the Company and its subsidiaries, (iii) material violation of the Company’s Code of Conduct or written employment policies, as in effect from time to time, (iv) gross negligence or willful misconduct in the performance of the Executive’s duties with the Company and its subsidiaries, or (v) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Company.
(c)“Code” shall mean the Internal Revenue Code of 1986, as amended.
(d)“Disability” shall mean a long-term disability under the applicable long-term disability plan of the Company.
(e)“Good Reason” shall mean the occurrence of one or more of the following events without the Executive’s consent:
(A)any material diminution by the Company of the authority, duties or responsibilities of the Executive;
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(B)any material reduction in the Executive’s base salary, which, for purposes of this Agreement, means a reduction in base salary of ten percent (10%) or more that does not apply generally to all similarly situated officers of the Company; or
(C)any action or inaction that constitutes a material breach by the Company of this Agreement, including without limitation, any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 13 hereof.
The Executive must provide a written Notice of Termination (as defined below) with respect to a termination for Good Reason to the Company within ninety (90) days after the event constituting Good Reason has occurred. The Company shall have a period of thirty (30) days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the Executive’s Notice of Termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within thirty (30) days after the end of the cure period, in order for the termination to be considered a Good Reason termination. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in (A) occurs in connective with the Executive’s inability to perform his or her duties on account of illness or short-term or long-term disability.
(f)“Person” shall mean any individual, firm, corporation, partnership or other entity.
(g)“Qualifying Termination” shall mean a Termination of Employment that is either:
(i)initiated by the Company for any reason other than the Executive’s Disability or for Cause; or
(ii)initiated by the Executive for Good Reason.
(h)“Release” shall mean a release of claims as described in Section 4(b)(vi).
(i)“Termination Date” shall mean the date on which the Executive’s employment with the Company terminates.
(j)“Termination of Employment” shall mean the termination of the Executive’s employment relationship with the Company.
3.Notice of Termination. Any Qualifying Termination shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14 hereof. For purposes of this Agreement, a “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon, (b) briefly summarizes the facts and circumstances deemed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (c) specifies the Termination Date. Any Notice of Termination by the Executive with respect to a Good Reason termination must specify a Termination Date that is consistent with the notice and cure provisions of Section 2(e). Any other Notice of Termination by the Executive shall specify a Termination Date not less than thirty (30) days after the date of the Notice of Termination, unless the Company agrees to an earlier Termination Date.
4.Benefits Upon a Qualifying Termination.
(a)If the Executive fails to execute, or revokes, a written Release, upon a Qualifying Termination, the Executive shall receive only any accrued but unpaid salary through the
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Termination Date and any benefits accrued and due under any applicable benefit plans and programs of the Company. No other payments or benefits shall be due under this Agreement to the Executive.
(b)In the event of the Executive’s Qualifying Termination, if the Executive executes and does not revoke a Release, the Executive shall be entitled to receive the following severance benefits:
(i)The Company shall pay to the Executive an amount in cash equal to one and one-half (1.5) times the Executive’s annual base salary as in effect at the Termination Date. This severance amount will be paid in equal installments in accordance with the Company’s normal payroll practices over the eighteen (18) month period following the Termination Date (the “Severance Period”) to correspond to the amount paid. The first payment will be made on the first payroll date after the thirtieth (30th) day following the Termination Date, and the first payment will include the installments for the period between the Termination Date and the date of the first payment.
(ii)The Company shall pay to the Executive a cash payment equal to one and one-half (1.5) times the Executive’s target incentive award under the Radian Group Inc. STI Incentive Plan, or any successor plan (“STI Program”) for the year in which the Termination Date occurs. The payment shall be made in a lump sum payment on the first payroll date after the thirtieth (30th) day following the Termination Date.
(iii)The Company shall pay to the Executive a cash payment equal to the Executive’s prorated target incentive award under the STI Program for the year in which the Termination Date occurs. The prorated amount will be an amount in cash equal to the Executive’s target incentive award under the STI Program for the year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days that the Executive was employed by the Company during the year of termination and the denominator of which is three hundred and sixty five (365). The payment shall be made in a lump sum payment on the first payroll date after the thirtieth (30th) day following the Termination Date. The payment under this Section 4(b)(iii) shall not affect the Executive’s right to any prior year’s bonus that may be payable under the STI Program in accordance with the terms of the STI Program and has not yet been paid as of the Termination Date.
(iv)For the period beginning on the Termination Date and ending on the earlier of (A) the date on which the Executive first becomes covered by any other “group health plan,” as described in section 4980B(g)(2) of the Code, or (B) the last day of the Severance Period (the “Coverage Period”), the Executive may elect continued health coverage under the Company’s health plan in which the Executive (and the Executive’s spouse and eligible dependents) participated at the Termination Date, as in effect from time to time, provided that the Executive shall be responsible for paying the full monthly cost of such coverage. The monthly cost of such coverage shall be the premium determined for purposes of continued coverage under section 4980B(f)(4) of the Code (“COBRA Premium”) in effect from time to time. During the Coverage Period, the Company shall reimburse the Executive for the COBRA Premium that the Executive pays for continued health coverage under the Company’s health plan, less the premium charge that is paid by the Company’s active employees for such coverage as in effect on the Termination Date. Such amounts shall be payable monthly over the Coverage Period and shall commence on the first payroll date after the thirtieth (30th) day following the Executive’s Termination Date. The Company shall reimburse the Executive for COBRA Premiums pursuant to this Section 4(b)(iv) only for the portion of the Coverage Period during which the Executive continues coverage under the Company’s health plan. The
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Executive agrees to promptly notify the Company of the Executive’s coverage under an alternate health arrangement upon becoming covered by such alternative arrangement. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period.
(v)The Executive shall be eligible for executive outplacement services, for up to twelve (12) months after the Termination Date, not to exceed a maximum of twenty thousand dollars ($20,000) in cost. The Company will pay the cost of these services directly to the outplacement provider.
(vi)Notwithstanding the foregoing, all payments and benefits described in this Section 4(b) shall be conditioned on the Executive’s executing and not revoking a written release, substantially in the form attached as Exhibit A, which shall be updated to comply with applicable law and best practices based on the advice of Company counsel (the “Release”), of any and all claims against the Company and all related parties (other than claims based upon any entitlements under the terms of this Agreement or accrued benefits under any plans or programs of the Company under which the Executive has accrued and is due a benefit).
(c)Upon any Termination of Employment, the Company shall pay any accrued but unpaid salary through the Termination Date and any benefits accrued and due under any applicable benefit plans and programs of the Company.
5.Enforcement. If the Company fails to perform under this Agreement, the Company shall pay the Executive on demand the amount necessary to reimburse the Executive in full for all expenses (including attorney’s fees and legal expenses) incurred by the Executive in enforcing the obligations of the Company under this Agreement, but only with respect to claims as to which the Executive prevails in material respects.
6.No Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise. Except as provided in Section 4(b)(iv), the amount of any payment or benefit provided for herein shall not be reduced by any compensation earned by other employment or otherwise.
7.Non-Exclusivity of Rights; Other Severance Plans. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its Subsidiaries or Affiliates and for which the Executive may qualify; provided, however, that with respect to a Qualifying Termination, the Executive hereby waives the Executive’s right to receive any payments under any severance pay plan or program applicable to other employees of the Company or its Affiliates, and agrees to accept the payments provided in Section 4 hereof, in lieu of any other severance pay plan or program.
8.No Set-Off. Except as provided in Section 9 below, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.
9.Restrictive Covenants.
(a)The Executive agrees to comply with the terms of the Restrictive Covenants Agreement dated January 24, 2023 between the Company and the Executive, and signed by Executive on January 30, 2023 (the “Restrictive Covenants Agreement”), the non-disparagement
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covenant in subsection (b) below, and all other written restrictive covenants and agreements with the Company, including restrictive covenants under equity grants, if any, and all confidentiality and other obligations with respect to the Company under the Company’s Code of Conduct and Ethics, including without limitation non-competition, non-solicitation, confidentiality and insider trading restrictions (collectively, the “Restrictive Covenants”). The Executive expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. The Executive further acknowledges that in the event that the Executive violates any of the Restrictive Covenants, the Executive shall forfeit any unpaid amounts described in Section 4(b) and shall return to the Company any amounts previously paid under Section 4(b), and the Company shall have no further obligation to the Executive.
(b)The Executive covenants and agrees that the Executive will not willfully or knowingly, in any way, disparage the Company or any of its Affiliates, its principals, shareholders, officers, directors, employees or agents in any way relating to the Company or any of its Affiliates, including, but not limited to, its name, business reputation or business practices. The Company agrees that it will not, and upon the Executive’s termination of employment it will direct its senior executives and directors not to, willfully or knowingly disparage the Executive in any way. Notwithstanding the foregoing, nothing in this Section 9(b) shall prevent any person from (i) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement, or (ii) making any truthful statement to the extent (x) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (y) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information.
(c)Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, or any other federal, state or local regulatory authority. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of any confidential information and trade secrets of the Company, the Executive agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
10.Taxes. All payments under this Agreement shall be subject to applicable tax withholding.
11.Reduction of Payment Amount.
(a)Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the Company shall reduce (but not below zero) the aggregate present value of the Payments under the Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide the Executive with a greater net after-tax amount than would be the case if no reduction was made. The Payments shall be
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reduced as described in the preceding sentence only if (i) the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to (ii) the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which the Executive would be subject with respect to the unreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this subsection (a). The “Reduced Amount” shall be an amount expressed in present value that maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(b)All determinations to be made under this Section 11 shall be made by an independent registered public accounting firm or consulting firm selected by the Company immediately prior to a change in control, which shall provide its determinations and any supporting calculations both to the Company and the Executive within ten (10) days of the change in control. Any such determination by such firm shall be binding upon the Company and the Executive. All of the fees and expenses of the accounting or consulting firm in performing the determinations referred to in this Section shall be borne solely by the Company.
12.Death. In the event the Executive dies after a Qualifying Termination occurs, (a) any payments due to the Executive under this Agreement and not paid prior to the Executive’s death shall be made to the personal representative of the Executive’s estate and (b) the Executive’s spouse and dependents then covered under the health plan described in Section 4(b)(iv) shall be eligible for continued coverage in accordance with Section 4(b)(iv).
13.Successors. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive hereunder shall not be assignable in whole or in part by the Executive or the Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to the Executive, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement. As used in this Agreement, the Company shall mean the Company as hereinbefore defined and any successor or successors to its business or assets, jointly and severally.
14.Notice. All notices and other communications required or permitted hereunder or necessary or convenient herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, or by electronic delivery, delivery receipt requested, as follows:
If to the Company, to:
Radian Group Inc.
550 East Swedesford Road, Suite 350
Wayne, PA 19087
Attention: Chief People Officer
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If to the Executive, to the most recent address for the Executive in the Company’s payroll records, or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section 14. Any such notice shall be deemed delivered and effective when received in the case of personal or electronic delivery; five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail; or on the next business day in the case of an overnight express courier service.
15.Cooperation. Except as expressly permitted or required by this Agreement or by law and as set forth in Section 9(c) above, the Executive agrees that, after termination of employment and upon the Company’s reasonable notice to the Executive, the Executive shall fully cooperate with the Company in investigating, defending, prosecuting, litigating, filing, initiating or asserting any actual or potential claims or investigations that may be made by or against the Company to the extent that such claims or investigations may relate to any matter in which the Executive was involved (or alleged to have been involved) while employed with the Company or of which the Executive has knowledge by virtue of the Executive’s employment with the Company. Upon submission of appropriate documentation, the Executive shall be reimbursed for reasonable and pre-approved out-of-pocket expenses incurred in rendering such cooperation.
16.Amendment. This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Executive and the Company.
17.No Employment Rights. Nothing in this Agreement shall be construed as giving the Executive any right to be retained in the employ of the Company.
18.Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.
19.Survival. The respective rights and obligations of the parties hereunder shall survive the termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
20.Remedies Cumulative; No Waiver. No right conferred upon the Executive by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by the Executive in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, except as provided in Section 2(e) with respect to Good Reason.
21.Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time.
22.Entire Agreement. This Agreement is the entire agreement between the Executive and the Company and its Affiliates regarding the subject matter hereof. By entering into this Agreement, the parties agree that any and all prior agreements or understandings with respect to the subject matter hereof are superseded, except the Restrictive Covenants Agreement.
23.Indemnification. As to any matter occurring or arising during the Executive’s employment with the Company or its Affiliates, the Company hereby covenants and agrees to indemnify the Executive and hold him harmless fully, completely, and absolutely against and in
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respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, reasonable expenses (including reasonable attorney’s fees), losses and damages resulting from his good faith performance of his duties and obligations as an employee, officer or director of the Company or any of its Affiliates to the extent provided by the bylaws of the Company and its Affiliates; provided, however, that this indemnity shall not apply with respect to any breach by the Executive of the terms of this Agreement.
24.Section 409A.
(a)The Agreement is intended to comply with the requirements of section 409A of the Code and the regulations thereunder or an exemption from section 409A, and shall in all respects be administered in accordance with section 409A. Notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment may only be made upon a section 409A “separation from service.” For purposes of section 409A of the Code, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly designate the calendar year of payment. In no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment of any amount under this Agreement is subject to section 409A and could be made in more than one taxable year, based on timing of the execution of the Release, payment shall be made in the later taxable year. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.
(b)Notwithstanding anything in the Agreement to the contrary, if required by section 409A of the Code, any amount that is considered “deferred compensation” under this Agreement and that is required to be postponed for a period of six (6) months after separation from service pursuant to section 409A shall be postponed as required by section 409A. The accumulated postponed amount shall be paid in a lump sum payment within ten (10) days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A, shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the date of his death.
25.Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
26.Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania excluding any conflicts or choice of law rule or principle. In addition, the Agreement shall be subject to any required approvals by any governmental or regulatory agencies. Without limiting the foregoing, notwithstanding anything in the Agreement to the contrary, the Agreement shall be subject to all applicable laws, including any laws, regulations, restrictions or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Board reserves the right to modify this Agreement as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions or governmental guidance or to conform to any applicable clawback or recoupment policies and other policies that may be implemented by the Board from time to time. As a condition of the Agreement, the Executive agrees to any such modifications that may be imposed by the Board, and the Executive agrees to sign such waivers or acknowledgments as the Board may deem necessary or appropriate with respect to such modifications.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.
RADIAN GROUP INC.
By: /s/ Mary C. Dickerson Date: Jan 30, 2023
Print Name: Mary Creedon Dickerson
Title: Sr. EVP, Chief People Officer
EXECUTIVE
By: /s/ Sumita Pandit Date: Jan 30, 2023
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EXHIBIT A
FORM OF RELEASE
1.In further consideration of the compensation and benefits provided by Radian Group Inc. (“Radian”) to Sumita Pandit (together with her heirs, administrators, representatives, executors, legatees, successors, agents and assigns in their capacities as such “Executive”) pursuant to the Severance Agreement between Executive and Radian effective as of March 6, 2023, to which this Exhibit A is attached (the “Agreement”), the Executive hereby agrees, subject to and without waiving any rights identified in Section 9(c) of the Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE Radian and its subsidiaries (together, the “Company”) and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which the Executive ever had, now has, or may have, or which the Executive’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of the Executive’s employment with the Company to and including the date on which the Executive executes this release of claims (“Release”), and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to the Executive’s employment relationship and/or the termination of the Executive’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act (“OWBPA”), Pennsylvania Human Relations Act, Pennsylvania Equal Pay Law, Pennsylvania Whistleblower Law, if applicable, Pennsylvania Pregnancy Guidelines of the Human Relations Commission, if applicable, California’s Fair Employment and Housing Act, the Unruh Civil Rights Act, the California Business and Professions Code, California Equal Pay Law, California Whistleblower Protection Laws, California Family Rights Act, California Pregnancy Disability Leave Law, if applicable, California Fair Pay Act, California WARN Act, California Civil Code, California Labor Code (except as prohibited by law), wrongful termination in violation of public policy (Tameny claims), including all amendments thereto, and any other federal, state or local statutes or common law under which the Executive can waive the Executive’s rights, any contracts between the Released Parties and the Executive, and all claims for counsel fees and costs.1 The Executive acknowledges that the Executive has not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in the Agreement are related to sexual harassment or sexual abuse.
1 To be updated for applicable state law as of the Termination Date.
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The Executive expressly agrees to waive the protection of Section 1542 of the California Civil Code because the Executive os releasing all claims, whether known or unknown. The Executive acknowledges that the Executive has had the opportunity to consult with legal counsel regarding the purpose and effect of this unlimited release of unknown and unsuspected claims and the waiver of Section 1542 which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Being aware of said Code section, the Executive hereby expressly waives and relinquishes any rights or benefits granted by Section 1542, as well as under any other state or federal statutes or common law principles of similar effect.
2.In waiving and releasing any and all claims against the Released Parties, whether or not now known to the Executive, the Executive understands that this means that if the Executive later discovers facts different from or in addition to those facts currently known by the Executive, or believed by the Executive to be true, the waivers and releases of this Release will remain effective in all respects, despite such different or additional facts and the Executive’s later discovery of such facts, even if the Executive would not have agreed to this Release if the Executive had prior knowledge of such facts.
3.Notwithstanding anything in this Release to the contrary, the Executive does not waive (i) any entitlements under the terms of the Agreement, (ii) the Executive’s existing right to receive vested accrued benefits under any plans or programs of the Company under which the Executive has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any rights or claims that may arise after the date the Executive executes this Release, (v) any right to indemnification under the bylaws of the Company, or under any directors and officers insurance policy, with respect to the Executive’s performance of duties as an employee or officer of the Company, and (vi) any claim or right the Executive may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.
4.The Executive acknowledges that, upon receiving the payments and benefits provided for in Section 4 of the Agreement, the Executive has received all benefits and amounts due from the Company related to the Executive’s employment with the Company, including all wages, overtime, bonuses, commissions, incentives, sick pay, personal leave and vacation pay to which the Executive is entitled and that no other amounts are due to the Executive other than as set forth in the Agreement. The Executive also acknowledges that the Executive was provided any leaves to which the Executive was entitled in connection with the Executive’s employment with the Company. Notwithstanding the foregoing, nothing in this Release is a waiver, modification or forfeiture of any vested accrued benefit that the Executive may have under the Company’s benefit plans.
5.The Executive hereby acknowledges that:
(a)The Company advises the Executive to consult with an attorney before signing this Release;
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(b)The Executive has obtained independent legal advice from an attorney of the Executive’s own choice with respect to this Release or the Executive has knowingly and voluntarily chosen not to do so;
(c)The Executive freely, voluntarily and knowingly entered into this Release after due consideration;
(d)The Executive had at least 21 days to review and consider this Release;
(e)The Executive will not sign this Release before the termination date;
(f)If the Executive knowingly and voluntarily chooses to do so, the Executive may accept the terms of this Release on or within 21 days after the termination date;
(g)The Executive has a right to revoke this Release by notifying the Senior Executive Vice President, General Counsel and Corporate Secretary of the Company in writing within seven days of the Executive’s execution of this Release;
(h)Unless revoked, this Release will become effective on the eighth day following its execution;
(i)Changes to the Company’s offer contained in this Release that are immaterial will not restart the consideration period;
(j)In exchange for the Executive’s waivers, releases and commitments set forth herein, including the Executive’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that the Executive is receiving pursuant to the Agreement exceed any payment, benefit or other thing of value to which the Executive would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein;
(k)No promise or inducement has been offered to the Executive, except as expressly set forth herein, and the Executive is not relying upon any such promise or inducement in entering into this Release; and
(l)THE EXECUTIVE REPRESENTS THAT THE EXECUTIVE HAS READ THE TERMS OF THIS RELEASE, THAT THIS RELEASE IS WRITTEN IN A MANNER THAT THE EXECUTIVE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS RELEASE OTHER THAN THOSE CONTAINED HEREIN.
THE EXECUTIVE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS THE EXECUTIVE’S OWN FREE ACT.
I hereby execute this Release as of Jan 30, 2023 .
/s/ Sumita Pandit
Executive
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Document
Exhibit 10.7
RADIAN GROUP INC.
RESTRICTIVE COVENANTS AGREEMENT
Your Information:
Name: Sumita Pandit
Address: XXXXX XXXXXXX XXX
XXX XXXXX XXXXX, XX XXXXX
Date: 1/24/2023
Company: Radian Group Inc., its affiliates, and their respective successors or assigns (collectively, the “Company”)
Address: Radian Group Inc.
550 East Swedesford Road, Suite 350
Wayne, PA 19087
In consideration of your employment with the Company, the compensation the Company has agreed to pay you, and your access to Confidential Information and Trade Secrets (as such term is defined below), the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “Agreement”), as follows:
1.Restrictive Covenants.
(a)You acknowledge and agree that, during and after your employment with the Company, you will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics, including terms applicable to former employees. A copy of the Code of Conduct and Ethics has been provided to you and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, are incorporated into and made a part of this Agreement as if fully set forth herein.
(b)You acknowledge that your relationship with the Company is one of confidence and trust such that you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade Secrets of the Company. Subject to the provisions of subsection (i), you agree that, at all times during your employment and after your employment with the Company terminates for any reason, whether by you or by the Company, you will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during your employment with the Company for you to fulfill your job duties and responsibilities to the Company. At all times during your employment and after your termination of employment, you agree that you shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the Company any rights you may have or acquire in Confidential Information and Trade Secrets, whether developed by you or others, and you acknowledge and agree that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of this Agreement, “Confidential Information and Trade Secrets” shall mean information that the Company owns or possesses, that the Company has developed at significant expense and effort, that the Company uses or that is potentially useful in the business of the
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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RCA-C Form – Executive Officers (12-month non-compete)
Company, that the Company treats as proprietary, private, or confidential, and that is not generally known to the public.
(c)You acknowledge that any and all Inventions that are conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of employment with the Company, whether before or after the date of this Agreement, belong to the Company (“Company Invention(s)”). You hereby irrevocably assign to the Company, without further consideration, all right, title, and interest that you may presently have or acquire (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Company Invention and each such Company Invention shall be the sole property of the Company, whether or not patentable, copyrightable, or otherwise legally protectable. “Inventions” as used herein shall mean all intellectual property, ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or integrity), and all improvements, rights, and claims related to the foregoing. Notwithstanding, this subsection (c) does apply to an invention that you developed entirely on your own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by you for the Company.
(d)You acknowledge and agree that, during your employment with the Company, and for the 12-month period immediately following your termination of employment for any reason (the “Restricted Period”), you will not, without the Company’s express written consent, engage (directly or indirectly) in any employment or business activity within the United States whose primary business involves or is related to providing any mortgage- or real estate-related service or product that, during your employment, the Company provides or is actively engaged in developing through the use of Confidential Information and Trade Secrets; provided however, the foregoing restriction shall only apply to such service or product for which you have had access to Confidential Information and Trade Secrets or otherwise have had active involvement. You further agree that, given the nature of the business of the Company and your position with the Company, a nationwide geographic scope is appropriate and reasonable.
(e)You acknowledge and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company, (ii) solicit or attempt to solicit any employee of the Company to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company to change or terminate his or her relationship with the Company, unless in each case more than six months shall have elapsed between the last day of such person’s employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire you, such hiring or solicitation shall be conclusively presumed to be a violation of this Agreement; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a violation of this subsection (e).
(f)You covenant and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, either directly or indirectly through others:
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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RCA-C Form – Executive Officers (12-month non-compete)
(i)solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company provided goods or services within 12 months prior to your date of termination or any actively sought prospective customer of the Company for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company during your employment with the Company; or
(ii)encourage any customer for whom the Company provided goods or services within 12 months prior to your date of termination to reduce the level or amount of business such customer conducts with the Company.
(g)You acknowledge and agree that the business of the Company is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 1 are reasonable and necessary to protect the legitimate business interests of the Company.
(h)The parties to this Agreement acknowledge and agree that any breach by you of any of the covenants or agreements contained in this Section 1 will result in irreparable injury to the Company, for which money damages could not adequately compensate the Company. Therefore, the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that in any action in which the Company seeks injunction, specific performance, or other equitable relief, you will not assert or contend that any of the provisions of this Section 1 are unreasonable or otherwise unenforceable. You irrevocably and unconditionally (i) agree that any legal proceeding arising out of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consent to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the service of any process, pleadings, notices, or other papers.
(i)If any portion of the covenants or agreements contained in this Section 1, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 1 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 1 shall survive the termination of your employment with the Company.
(j)Nothing in this Agreement, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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RCA-C Form – Executive Officers (12-month non-compete)
government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this subsection (i), or to notify the Company that you have engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (i), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
(k)Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company.
(l)Notwithstanding the foregoing, should you violate any of the restrictive covenants of this Agreement, then the period of your breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once you resume compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of your compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
2.Notification. You shall notify, and the Company has the right to notify, any person employing you as to the existence and provisions of this Agreement.
3.Duration; Nature. This Agreement is binding during your employment and shall survive any termination of your employment. This Agreement does not bind the Company or you to employment for any specific period of time. Nothing in this Agreement shall be construed in any way to terminate, supersede, undermine, or otherwise modify your “at-will” employment status, pursuant to which either you or the Company may terminate the employment relationship at any time, with or without cause, with or without notice.
4.No Conflicts. You are not a party to any existing agreement or employment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non-competition, non-solicitation, or confidentiality covenant, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.
5.Compliance with Law. You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations. You agree to comply with all applicable laws and to notify your immediate supervisor or superior of any reason to believe that you, the Company, or any other person has violated any law that may affect the Company or your performance of your obligations for the Company.
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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RCA-C Form – Executive Officers (12-month non-compete)
6.Amendment. No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and an authorized representative of the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company.
7.Assignment. You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger, or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors, and permitted assigns of you and the Company.
8.Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
9.Representation by Counsel. You acknowledge and agree that you were in fact individually represented by legal counsel in negotiating all terms of this Agreement including without limitation Subsection 1(h) and Section 8 regarding the venue or forum in which a controversy arising from this Agreement may be adjudicated and the choice of law to be applied.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND.
Dated: Jan 30, 2023 /s/ Sumita Pandit
Name: Sumita Pandit
Agreed and Acknowledged
RADIAN GROUP INC.
By: _/s/ Mary C. Dickerson
Name: Mary C. Dickerson
Title: Chief People Officer
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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RCA-C Form – Executive Officers (12-month non-compete)
ATTACHMENT A
Set forth below (and attached) are any prior agreements to which I am a party that may interfere with full compliance with this Agreement, and any prior agreements subjecting me to a non-competition, non-solicitation, or confidentiality covenant (if none, write “NONE”):
None
Dated: Jan 30, 2023 /s/ Sumita Pandit
Name: Sumita Pandit
© 2019 Radian Group Inc. All rights reserved. This material is confidential and may not be copied, used, or distributed without the written permission of Radian Group Inc. (NYSE: RDN)
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Document
EXHIBIT 31
CERTIFICATIONS
I, Richard G. Thornberry, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Radian Group Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer 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 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 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 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 the 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 4, 2023 | /s/ RICHARD G. THORNBERRY |
|---|---|
| Richard G. Thornberry<br>Chief Executive Officer |
I, Sumita Pandit, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Radian Group Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer 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 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 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 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 the 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 4, 2023 | /s/ SUMITA PANDIT |
|---|---|
| Sumita Pandit<br>Senior Executive Vice President, Chief Financial Officer |
Document
EXHIBIT 32
Section 1350 Certifications
I, Richard G. Thornberry, Chief Executive Officer of Radian Group Inc., and I, Sumita Pandit, Senior Executive Vice President, Chief Financial Officer of Radian Group Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Radian Group Inc.
| Date: August 4, 2023 | /s/ RICHARD G. THORNBERRY |
|---|---|
| Richard G. Thornberry<br>Chief Executive Officer | |
| Date: August 4, 2023 | /s/ SUMITA PANDIT |
| Sumita Pandit<br>Senior Executive Vice President, Chief Financial Officer |