UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 10-Q
_____________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 1-11356

image00radianlogo0619.jpg
Radian Group Inc.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.)
   
1500 Market Street,Philadelphia,PA 19102
(Address of principal executive offices) (Zip Code)
(215) (215) 231-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareRDNNew 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  xYes    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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  xYes    No  o
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  x
Accelerated Filer
 
Accelerated filero
 
Non-accelerated filero
 
Smaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o   No  x

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareRDNNew York Stock Exchange
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: 208,020,528203,280,541 shares of common stock, $0.001 par value per share, outstanding on May 6,August 2, 2019.



 TABLE OF CONTENTS 
  
Page
Number
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
   
 
Item 1.
Item 1A.
Item 2.
Item 6.
   


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GLOSSARY OF ABBREVIATIONS AND ACRONYMS
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.
TermDefinition
2014 Master PolicyRadian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which became effective October 1, 2014
2016 Single Premium QSR AgreementQuota 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
2018 Single Premium QSR AgreementQuota share reinsurance agreement entered into with a panel of third-party reinsurance providers in October 2017 to cede a portion of Single Premium NIW beginning January 1, 2018
ABSAsset-backed securities
Alt-AASUAlternative-A loans, representing loans for whichAccounting Standards Update, issued by the underwriting documentation is generally limited as comparedFASB to fully documented loans (considered a non-prime loan grade)communicate changes to GAAP
Available AssetsAs defined in the PMIERs, assets primarily including the liquid assets of a mortgage insurer, and reduced by premiums received but not yet earned
Back-endWith respect to credit risk transfer programs established by the GSEs, policies written on loans that are already part of an existing GSE portfolio, as contrasted with loans that are to be purchased by the GSEs in the future
BorrowerWith respect to our securities lending agreements, the third-party institutions to which we loan certain securities in our investment portfolio for short periods of time
CCFConservatorship Capital Framework
CFPBConsumer Financial Protection Bureau
Claim CurtailmentOur legal right, under certain conditions, to reduce the amount of a claim, including due to servicer negligence
Claim DenialOur legal right, under certain conditions, to deny a claim
Claim SeverityThe total claim amount paid divided by the original coverage amount
ClaytonClayton Holdings LLC, a subsidiary of Radian Group
Clayton Intercompany NoteA $300 million note payable from Radian Mortgage Services Inc. (formerly Clayton Group Holdings Inc.) to Radian Group (with terms consistent with the terms of our Senior Notes due 2019 that were used to fund our purchase of Clayton)
CMBSCommercial mortgage-backed securities
CuresLoans that were in default as of the beginning of a period and are no longer in default because payments were received such that the loan is no longer 60 or more days past due
Default to Claim RateThe percentage of defaulted loans that are assumed to result in a claim
Discrete Item(s)For tax calculation purposes, certain items that are required to be accounted for in the provision for income taxes as they occur and are not considered components of the estimated annualized effective tax rate for purposes of reporting interim results. Generally, these are items that are: (i) clearly defined (such as changes in tax rate or tax law); (ii) infrequent or unusual in nature; or (iii) gains or losses that are not components of continuing operating income, such as income from discontinued operations or losses reflected as components of other comprehensive income. These items impact the difference between the statutory rate and Radian’s effective tax rate.
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act, as amended
Eagle Re 2018-1Eagle Re 2018-1 Ltd., an unaffiliated special purpose reinsurer (a VIE) domiciled in Bermuda
Eagle Re 2019-1Eagle Re 2019-1 Ltd., an unaffiliated special purpose reinsurer (a VIE) domiciled in Bermuda
EnTitle DirectEagle Re Issuer(s)EnTitle Direct Group, Inc., a subsidiary of Radian Group, acquired in March 2018Eagle Re 2018-1 Ltd. and Eagle Re 2019-1 Ltd.


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EnTitle InsuranceEnTitle Insurance Company, an Ohio domiciled insurance subsidiary of EnTitle Direct
TermDefinition
Excess-of-Loss ProgramThe credit risk protection obtained by Radian Guaranty in November 2018, including: (i) the excess-of-loss reinsurance agreement with Eagle Re 2018-1, in connection with the issuance by Eagle Re 2018-1 of mortgage insurance-linked notes, and (ii) a separate excess-of-loss reinsurance agreement with a third-party reinsurer. Excess-of-loss reinsurance is a type of reinsurance that indemnifies the ceding company against loss in excess of a specific agreed limit, up to a specified sum. Effective in April 2019, it also includes the new credit risk protection obtained through an excess-of-loss reinsurance agreement with Eagle Re 2019-1.2019-1, in connection with the issuance by Eagle Re 2019-1 of mortgage insurance-linked notes.
Exchange ActSecurities Exchange Act of 1934, as amended
Extraordinary DistributionA dividend or distribution of capital that is required to be approved by an insurance company’s primary regulator that is greater than would be permitted as an ordinary distribution (which does not require regulatory approval)


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TermDefinition
Fannie MaeFederal National Mortgage Association
FASBFinancial Accounting Standards Board
FEMAFederal Emergency Management Agency, an agency of the U.S. Department of Homeland Security
FEMA Designated AreaGenerally, 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
FHAFederal Housing Administration
FHFAFederal Housing Finance Agency
FHLBFederal Home Loan Bank of Pittsburgh
FICOFair 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
Five BridgesFive Bridges Advisors, LLC. Radian acquired the assets of Five Bridges in December 2018
Foreclosure Stage DefaultThe Stage of Default indicating that the foreclosure sale has been scheduled or held
Freddie MacFederal Home Loan Mortgage Corporation
Front-endWith respect to credit risk transfer programs established by the GSEs, policies written on loans that are to be purchased by the GSEs in the future, as contrasted with loans that are already part of an existing GSE portfolio
GAAPGenerally accepted accounting principles in the U.S., as amended from time to time
Green River CapitalGreen River Capital LLC, a subsidiary of Clayton
GSE(s)Government-Sponsored Enterprises (Fannie Mae and Freddie Mac)
HARPHome Affordable Refinance Program
IBNRLosses incurred but not reported
IIFInsurance in force, equal to the aggregate unpaid principal balances of the underlying loans
Independent Settlement ServicesIndependent Settlement Services, LLC, a subsidiary of Radian Group, acquired in November 2018
IRCInternal Revenue Code of 1986, as amended
IRSInternal Revenue Service
IRS MatterOur dispute with the IRS that we settled and fully resolved in the second quarter of 2018 that was related to the assessed tax liabilities, penalties and interest from the IRS’s examination of our 2000 through 2007 consolidated federal income tax returns.
LAELoss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
Loss Mitigation Activity/ActivitiesActivities such as Rescissions, Claim Denials, Claim Curtailments and cancellations
LTVLoan-to-value ratio, calculated as the percentage of the original loan amount to the original value of the property
Master PoliciesThe Prior Master Policy and the 2014 Master Policy, together
Minimum Required AssetsA 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


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Model Act
Mortgage Guaranty Insurance Model Act, as issued by the NAIC to establish minimum capital and surplus requirements for mortgage insurers
TermDefinition
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


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TermDefinition
Monthly Premium PoliciesInsurance policies where premiums are paid on a monthly installment basis
Moody’sMoody’s Investors Service
Mortgage InsuranceRadian’sRadian'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 other credit risk management solutions to mortgage lending institutions and mortgage credit investors
MPP RequirementCertain 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
NAICNational Association of Insurance Commissioners
NIWNew insurance written
NOLNet operating loss; for tax purposes, accumulated during years a company reported more tax deductions than taxable income. NOLs may be carried back or carried forward a certain number of years, depending on various factors which can reduce a company’s tax liability.
Persistency RateThe percentage of IIF that remains in force over a period of time
PMIERsPrivate Mortgage Insurer Eligibility Requirements issued by the GSEs under oversight of the FHFA to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs
PMIERs 1.0The original PMIERs effective on December 31, 2015
PMIERs 2.0The revised PMIERs issued by the GSEs on September 27, 2018, which became effective on March 31, 2019
Pool InsurancePool Insurance differs from primary insurance in that our maximum liability is not limited to a specific coverage percentage on an individual mortgage loan. Instead, an aggregate exposure limit, or “stop loss,” is applied to the initial aggregate loan balance on a group or “pool” of mortgages.
Prior Master PolicyRadian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which was in effect prior to the effective date of the 2014 Master Policy
QMA mortgage that possesses certain low-risk characteristics that enable it to qualify for lender protection under the ability to repay rule instituted by the Dodd-Frank Act
QSR ProgramThe quota share reinsurance agreements entered into with a third-party reinsurance provider in the second and fourth quarters of 2012, collectively
RadianRadian Group Inc. together with its consolidated subsidiaries
Radian GroupRadian Group Inc.
Radian GuarantyRadian Guaranty Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
Radian ReinsuranceRadian Reinsurance Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
Radian Settlement ServicesTitle InsuranceRadian Settlement ServicesTitle Insurance Inc., a subsidiary of Clayton, formerly known as ValuAmerica, Inc.EnTitle Insurance, an Ohio domiciled insurance subsidiary of Radian Group
RBC StatesRisk-based capital states, which are those states that currently impose a statutory or regulatory risk-based capital requirement
Red BellRed Bell Real Estate, LLC, a subsidiary of Clayton
ReinstatementsReversals of previous Rescissions, Claim Denials and Claim Curtailments
REMICReal Estate Mortgage Investment Conduit
REOReal estate owned
RescissionOur 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
RIFRisk in force; for primary insurance, RIF is equal to the underlying loan unpaid principal balance multiplied by the insurance coverage percentage, whereas for Pool Insurance, it represents the remaining exposure under the agreements
Risk-to-capitalUnder certain state regulations, a maximum ratio of net RIF calculated relative to the level of statutory capital
RMBSResidential mortgage-backed securities


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TermDefinition
Risk-to-capitalUnder certain state regulations, a maximum ratio of net RIF calculated relative to the level of statutory capital
RMBSResidential mortgage-backed securities
S&PStandard & Poor’s Financial Services LLC
SAPPStatutory 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
SECUnited States Securities and Exchange Commission
Senior Notes due 2019Our 5.500% unsecured senior notes due June 2019 ($300 million original principal amount)
Senior Notes due 2020Our 5.250% unsecured senior notes due June 2020 ($350 million original principal amount)
Senior Notes due 2021Our 7.000% unsecured senior notes due March 2021 ($350 million original principal amount)
Senior Notes due 2024Our 4.500% unsecured senior notes due October 2024 ($450 million original principal amount)
Senior Notes due 2027Our 4.875% unsecured senior notes due March 2027 ($450 million original principal amount)
ServicesRadian’s ServicesRadian's mortgage, real estate and title services business segment, which is primarily a fee-for-service business that offers a broad array of mortgage, real estate and title services to market participants across the mortgage and real estate value chain
Single Premium NIW / RIF / IIFNIW, RIF or IIF, respectively, on Single Premium Policies
Single Premium Policy / PoliciesInsurance 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 ProgramThe 2016 Single Premium QSR Agreement and the 2018 Single Premium QSR Agreement, together
Stage of DefaultThe stage a loan is in relative to the foreclosure process, based on whether a foreclosure sale has been scheduled or held
Statutory RBC RequirementRisk-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
Surplus NoteAn intercompany 0.000% surplus note issued by Radian Guaranty to Radian Group
Time in DefaultThe time period from the point a loan reaches default status (based on the month the default occurred) to the current reporting date
U.S.The United States of America
U.S. TreasuryUnited States Department of the Treasury
VAU.S. Department of Veterans Affairs
VIEVariable interest entity


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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 of 1933, Section 21E of the Exchange Act and the U.S. 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. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. 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, 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:
changes in economic and political conditions that impact the size of the insurable market, the credit performance of our insured portfolio, and our business prospects;
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 and other applicable requirements imposed by the FHFA and by the GSEs to insure loans purchased by the GSEs, including potential future changes to the PMIERs which, among other things, may be impacted by the general economic environment and housing market, as well as the proposed CCF that would establish capital requirements for the GSEs, if the CCF is finalized;
our ability to successfully execute and implement our capital plans, including our risk distribution strategy through the capital markets and reinsurance markets, and to maintain sufficient holding company liquidity to meet our short- and long-term liquidity needs;
our ability to successfully execute and implement our business plans and strategies, including plans and strategies to reposition and grow our Services segment as well as plans and strategies that require GSE and/or regulatory approvals and licenses;
our ability to maintain an adequate level of capital in our insurance subsidiaries to satisfy existing and future state regulatory requirements;
changes in the charters or business practices of, or rules or regulations imposed by or applicable to, the GSEs, which may include changes in the requirements to remain an approved insurer to the GSEs, the GSEs’ interpretation and application of the PMIERs, as well as changes impacting loans purchased by the GSEs, such as whether GSE eligible loans meet the QM loan requirements under applicable law, the GSEs’ requirements regarding mortgage credit and loan size and the GSEs’ pricing;
changes in the current housing finance system in the U.S., including the role of the FHA, the GSEs and private mortgage insurers in this system;
any disruption in the servicing of mortgages covered by our insurance policies, as well as poor servicer performance;
a decrease in the Persistency Rates of our mortgage insurance on monthly premium products;
competition in our mortgage insurance business, including price competition and competition from the FHA and VA as well as from other forms of credit enhancement, including GSE sponsored alternatives to traditional mortgage insurance;
the effect of the Dodd-Frank Act on the financial services industry in general, and on our businesses in particular, including future changes to the Qualified Mortgage (QM)QM loan requirements;requirements, which currently are subject to an Advanced Notice of Proposed Rulemaking issued by the CFPB;
legislative and regulatory activity (or inactivity), including the 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;


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Glossary

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;


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Glossary

the amount and timing of potential settlements, payments or adjustments associated with federal or other tax examinations;
the possibility that we may fail to estimate accurately 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 will be impacted by, among other things, the size and mix of our IIF, the level of defaults in our portfolio, 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 our investment portfolio;
potential future impairment charges related to our goodwill and other acquired intangible assets;
changes in GAAP or SAPP rules and guidance, or their interpretation;
our ability to attract and retain key employees; and
legal and other limitations on amounts we may receive from our subsidiaries, including dividends or ordinary course distributions under our internal tax- and expense-sharing arrangements.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018, and to subsequent reports 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.


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Glossary

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)


9



Radian Group Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
($ in thousands, except per-share amounts)March 31,
2019
 December 31,
2018
    
Assets   
Investments (Note 5)   
Fixed-maturities available for sale—at fair value (amortized cost $3,875,919 and $4,098,962)$3,897,584
 $4,021,575
Trading securities—at fair value383,992
 469,071
Equity securities—at fair value (cost of $125,153 and $139,377)125,025
 130,565
Short-term investments—at fair value (includes $6,233 and $11,699 of reinvested cash collateral held under securities lending agreements)1,066,110
 528,403
Other invested assets—at fair value3,059
 3,415
Total investments5,475,770
 5,153,029
Cash118,668
 95,393
Restricted cash9,086
 11,609
Accounts and notes receivable89,237
 78,652
Deferred income taxes, net (Note 9)67,697
 131,643
Goodwill and other acquired intangible assets, net (Note 6)56,811
 58,998
Prepaid reinsurance premium408,622
 417,628
Other assets (Note 8)373,678
 367,700
Total assets$6,599,569
 $6,314,652
    
Liabilities and Stockholders’ Equity   
Unearned premiums$720,159
 $739,357
Reserve for losses and loss adjustment expense (Note 10)388,784
 401,361
Senior notes (Note 11)1,031,197
 1,030,348
Reinsurance funds withheld329,868
 321,212
Other liabilities (Note 12)419,470
 333,659
Total liabilities2,889,478
 2,825,937
Commitments and contingencies (Note 13)

 

Stockholders’ equity   
Common stock: par value $0.001 per share; 485,000 shares authorized at March 31, 2019 and December 31, 2018; 229,817 and 231,132 shares issued at March 31, 2019 and December 31, 2018, respectively; 212,136 and 213,473 shares outstanding at March 31, 2019 and December 31, 2018, respectively230
 231
Treasury stock, at cost: 17,681 and 17,660 shares at March 31, 2019 and December 31, 2018, respectively(895,321) (894,870)
Additional paid-in capital2,697,724
 2,724,733
Retained earnings1,889,964
 1,719,541
Accumulated other comprehensive income (loss) (Note 15)17,494
 (60,920)
Total stockholders’ equity3,710,091
 3,488,715
Total liabilities and stockholders’ equity$6,599,569
 $6,314,652

($ in thousands, except per-share amounts)June 30,
2019
 December 31,
2018
    
Assets   
Investments (Note 5)   
Fixed-maturities available for sale—at fair value (amortized cost $4,003,367 and $4,098,962)$4,113,650
 $4,021,575
Trading securities—at fair value (amortized cost of $319,021 and $468,696)337,017
 469,071
Equity securities—at fair value (cost of $148,635 and $139,377)149,954
 130,565
Short-term investments—at fair value (includes $20,862 and $11,699 of reinvested cash collateral held under securities lending agreements)909,880
 528,403
Other invested assets—at fair value2,818
 3,415
Total investments5,513,319
 5,153,029
Cash74,111
 95,393
Restricted cash5,007
 11,609
Accounts and notes receivable122,104
 78,652
Deferred income taxes, net (Note 9)6,872
 131,643
Goodwill and other acquired intangible assets, net (Note 6)54,672
 58,998
Prepaid reinsurance premium385,805
 417,628
Other assets (Note 8)430,236
 367,700
Total assets$6,592,126
 $6,314,652
    
Liabilities and Stockholders’ Equity   
Unearned premiums$666,354
 $739,357
Reserve for losses and loss adjustment expense (Note 10)405,278
 401,361
Senior notes (Note 11)982,890
 1,030,348
FHLB advances (Note 11)106,382
 82,532
Reinsurance funds withheld339,641
 321,212
Other liabilities308,337
 251,127
Total liabilities2,808,882
 2,825,937
Commitments and contingencies (Note 12)

 

Stockholders’ equity   
Common stock: par value $0.001 per share; 485,000 shares authorized at June 30, 2019 and December 31, 2018; 223,312 and 231,132 shares issued at June 30, 2019 and December 31, 2018, respectively; 205,399 and 213,473 shares outstanding at June 30, 2019 and December 31, 2018, respectively223
 231
Treasury stock, at cost: 17,913 and 17,660 shares at June 30, 2019 and December 31, 2018, respectively(901,419) (894,870)
Additional paid-in capital2,539,803
 2,724,733
Retained earnings2,056,175
 1,719,541
Accumulated other comprehensive income (loss) (Note 14)88,462
 (60,920)
Total stockholders’ equity3,783,244
 3,488,715
Total liabilities and stockholders’ equity$6,592,126
 $6,314,652



See Notes to Unaudited Condensed Consolidated Financial Statements.


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Glossary

Radian Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 
 Three Months Ended
March 31,
(In thousands, except per-share amounts)2019
2018
Revenues:   
Net premiums earned—insurance$263,512

$242,550
Services revenue32,753

33,164
Net investment income43,847
 33,956
Net gains (losses) on investments and other financial instruments21,913
 (18,887)
Other income1,604
 807
Total revenues363,629
 291,590
Expenses:   
Provision for losses20,754
 37,283
Policy acquisition costs5,893
 7,117
Cost of services24,157
 23,126
Other operating expenses78,805
 63,243
Restructuring and other exit costs
 551
Interest expense15,697
 15,080
Amortization and impairment of other acquired intangible assets2,187

2,748
Total expenses147,493
 149,148
Pretax income216,136

142,442
Income tax provision45,179
 27,956
Net income$170,957

$114,486
    
Net income per share:   
Basic$0.80
 $0.53
Diluted$0.78
 $0.52
   

Weighted-average number of common shares outstanding—basic213,537
 215,967
Weighted-average number of common and common equivalent shares outstanding—diluted218,343
 219,883


 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands, except per-share amounts)2019 2018 2019
2018
Revenues:       
Net premiums earned—insurance$299,166
 $251,344
 $562,678

$493,894
Services revenue39,303
 36,828
 72,056

69,992
Net investment income43,761
 37,473
 87,608
 71,429
Net gains (losses) on investments and other financial instruments12,540
 (7,404) 34,453
 (26,291)
Other income194
 1,016
 1,798
 1,823
Total revenues394,964
 319,257
 758,593
 610,847
Expenses:       
Provision for losses47,427
 19,337
 68,181
 56,620
Policy acquisition costs6,203
 5,996
 12,096
 13,113
Cost of services27,845
 24,205
 52,002
 47,331
Other operating expenses70,046
 70,184
 148,851
 133,427
Restructuring and other exit costs
 925
 
 1,476
Interest expense14,961
 15,291
 30,658
 30,371
Loss on extinguishment of debt16,798
 
 16,798
 
Amortization and impairment of other acquired intangible assets2,139
 2,748
 4,326

5,496
Total expenses185,419
 138,686
 332,912
 287,834
Pretax income209,545
 180,571
 425,681

323,013
Income tax provision (benefit)42,815
 (28,378) 87,994
 (422)
Net income$166,730
 $208,949
 $337,687

$323,435
        
Net income per share:       
Basic$0.80
 $0.98
 $1.60
 $1.50
Diluted$0.78
 $0.96
 $1.56
 $1.48
       

Weighted-average number of common shares outstanding—basic208,097
 213,976
 211,264
 215,049
Weighted-average number of common and common equivalent shares outstanding—diluted213,603
 217,830
 216,500
 218,741
















See Notes to Unaudited Condensed Consolidated Financial Statements.


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Radian Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
 Three Months Ended
March 31,
(In thousands)2019 2018
    
Net income$170,957
 $114,486
Other comprehensive income (loss), net of tax (Note 15):   
Unrealized gains (losses) on investments:   
Unrealized holding gains (losses) arising during the period78,023
 (60,643)
Less: Reclassification adjustment for net gains (losses) included in net income(391) (3,132)
Net unrealized gains (losses) on investments78,414
 (57,511)
Unrealized foreign currency translation adjustments
 3
Other comprehensive income (loss), net of tax78,414
 (57,508)
Comprehensive income$249,371
 $56,978

 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 2018 2019 2018
        
Net income$166,730
 $208,949
 $337,687
 $323,435
Other comprehensive income (loss), net of tax (Note 14):       
Unrealized gains (losses) on investments:       
Unrealized holding gains (losses) arising during the period72,000
 (27,804) 150,023
 (88,447)
Less: Reclassification adjustment for net gains (losses) included in net income1,029
 (1,336) 638
 (4,468)
Net unrealized gains (losses) on investments70,971
 (26,468) 149,385
 (83,979)
Net foreign currency translation adjustments(3) 
 (3) 3
Other comprehensive income (loss), net of tax70,968
 (26,468) 149,382
 (83,976)
Comprehensive income$237,698
 $182,481
 $487,069
 $239,459



































See Notes to Unaudited Condensed Consolidated Financial Statements.


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Radian Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY (UNAUDITED)
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Common Stock          
Balance, beginning of period$231
 $233
$230
 $233
 $231
 $233
Shares repurchased under share repurchase program (Note 14)(1) 
Issuance of common stock under incentive and benefit plans1
 1
 1
 1
Shares repurchased under share repurchase program (Note 13)(8) (3) (9) (3)
Balance, end of period230
 233
223
 231
 223
 231
          
Treasury Stock          
Balance, beginning of period(894,870) (893,888)(895,321) (894,191) (894,870) (893,888)
Repurchases of common stock under incentive plans(451) (303)(6,098) (419) (6,549) (722)
Balance, end of period(895,321) (894,191)(901,419) (894,610) (901,419) (894,610)
          
Additional Paid-in Capital          
Balance, beginning of period2,724,733
 2,754,275
2,697,724
 2,748,233
 2,724,733
 2,754,275
Issuance of common stock under incentive and benefit plans1,069
 1,433
1,689
 146
 2,758
 1,579
Share-based compensation3,695
 2,528
6,255
 7,094
 9,950
 9,622
Shares repurchased under share repurchase program (Note 14)(31,773) (10,003)
Shares repurchased under share repurchase program (Note 13)(165,865) (40,047) (197,638) (50,050)
Balance, end of period2,697,724
 2,748,233
2,539,803
 2,715,426
 2,539,803
 2,715,426
          
Retained Earnings          
Balance, beginning of period1,719,541
 1,116,333
1,889,964
 1,229,616
 1,719,541
 1,116,333
Cumulative effect of adopting accounting standard updates
 
 
 (663)
Net income170,957
 114,486
166,730
 208,949
 337,687
 323,435
Dividends declared(534) (540)(519) (533) (1,053) (1,073)
Cumulative effect of adopting the accounting standard update for financial instruments
 2,061
Cumulative effect of adopting the accounting standard update for the reclassification of certain tax effects from accumulated other comprehensive income
 (2,724)
Balance, end of period1,889,964
 1,229,616
2,056,175
 1,438,032
 2,056,175
 1,438,032
          
Accumulated Other Comprehensive Income (Loss)          
Balance, beginning of period(60,920) 23,085
17,494
 (31,475) (60,920) 23,085
Cumulative effect of adopting the accounting standard update for financial instruments
 224
Cumulative effect of adopting the accounting standard update for the reclassification of certain tax effects from accumulated other comprehensive income
 2,724
Cumulative effect of adopting accounting standard updates
 
 
 2,948
Net unrealized gains (losses) on investments, net of tax78,414
 (57,511)70,971
 (26,468) 149,385
 (83,979)
Net foreign currency translation adjustment, net of tax
 3
(3) 
 (3) 3
Balance, end of period17,494
 (31,475)88,462
 (57,943) 88,462
 (57,943)
          
Total Stockholders’ Equity$3,710,091
 $3,052,416
$3,783,244
 $3,201,136
 $3,783,244
 $3,201,136














See Notes to Unaudited Condensed Consolidated Financial Statements.


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Radian Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    
(In thousands)Three Months Ended
March 31,
2019 2018
Cash flows from operating activities:   
Net cash provided by (used in) operating activities$217,778
 $118,447
Cash flows from investing activities:   
Proceeds from sales of:   
Fixed-maturity investments available for sale435,709
 224,597
Trading securities70,083
 11,964
Equity securities33,278
 55,795
Proceeds from redemptions of:   
Fixed-maturity investments available for sale79,915
 94,356
Trading securities23,293
 17,890
Purchases of:   
Fixed-maturity investments available for sale(275,531) (482,260)
Equity securities(19,767) (19,994)
Sales, redemptions and (purchases) of:   
Short-term investments, net(526,013) (17,217)
Other assets and other invested assets, net349
 92
Purchases of property and equipment, net(6,659) (4,702)
Acquisitions, net of cash acquired
 (261)
Net cash provided by (used in) investing activities(185,343) (119,740)
Cash flows from financing activities:   
Dividends paid(534) (540)
Issuance of common stock363
 663
Purchase of common shares(31,774) (10,003)
Credit facility commitment fees paid(234) (185)
Change in secured borrowings, net (with terms less than 3 months)21,534
 38,719
Proceeds from secured borrowings (with terms greater than 3 months)6,000
 6,550
Payments of secured borrowings (with terms greater than 3 months)(7,000) 
Repayment of other borrowings(38) (50)
Net cash provided by (used in) financing activities(11,683) 35,154
Effect of exchange rate changes on cash and restricted cash
 (1)
Increase (decrease) in cash and restricted cash20,752
 33,860
Cash and restricted cash, beginning of period107,002
 96,244
Cash and restricted cash, end of period$127,754
 $130,104


Radian Group Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
    
(In thousands)Six Months Ended
June 30,
2019 2018
Cash flows from operating activities:   
Net cash provided by (used in) operating activities$338,129
 $300,822
Cash flows from investing activities:   
Proceeds from sales of:   
Fixed-maturities available for sale568,351
 348,082
Trading securities111,713
 16,639
Equity securities39,818
 82,701
Proceeds from redemptions of:   
Fixed-maturities available for sale184,464
 219,825
Trading securities35,852
 33,849
Purchases of:   
Fixed-maturities available for sale(665,882) (807,204)
Equity securities(31,853) (52,357)
Sales, redemptions and (purchases) of:   
Short-term investments, net(372,540) (205,566)
Other assets and other invested assets, net490
 293
Purchases of property and equipment, net(15,207) (12,328)
Acquisitions, net of cash acquired
 (634)
Net cash provided by (used in) investing activities(144,794) (376,700)
Cash flows from financing activities:   
Dividends paid(1,053) (1,073)
Issuance of senior notes, net442,937
 
Repayments and repurchases of senior notes(508,017) 
Issuance of common stock1,268
 810
Repurchases of common shares(188,817) (50,053)
Credit facility commitment fees paid(471) (405)
Change in secured borrowings, net (with terms less than 3 months)11,563
 119,631
Proceeds from secured borrowings (with terms greater than 3 months)36,000
 15,544
Repayments of secured borrowings (with terms greater than 3 months)(14,550) 
Repayments of other borrowings(75) (94)
Net cash provided by (used in) financing activities(221,215) 84,360
Effect of exchange rate changes on cash and restricted cash(4) (1)
Increase (decrease) in cash and restricted cash(27,884) 8,481
Cash and restricted cash, beginning of period107,002
 96,244
Cash and restricted cash, end of period$79,118
 $104,725





See Notes to Unaudited Condensed Consolidated Financial Statements.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements



1. Condensed Consolidated Financial Statements—Business Overview Recent Developments and Significant Accounting Policies
Business Overview
We are a diversified mortgage and real estate services business, providing both credit-related insurance coverage and other credit risk management solutions, as well as a broad array of mortgage, real estate and title services. We have two reportable business segments—Mortgage Insurance and Services.
Mortgage Insurance
Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as 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, investors and other beneficiaries by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyershomebuyers 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, most of which are currently sold to the GSEs. Our total direct primary mortgage insuranceIIF and RIF was $57.4were $230.8 billion and $59.1 billion, respectively, as of March 31,June 30, 2019.
The GSEs and state insurance regulators impose various capital and financial requirements on our insurance subsidiaries. These include Risk-to-capital, other risk-based capital measures and surplus requirements, as well as the PMIERs financial requirements discussed below. Failure to comply with these capital and financial requirements may limit the amount of insurance that our mortgage insurance subsidiaries may write or prohibit our mortgage insurance subsidiaries from writing insurance altogether. The GSEs and state insurance regulators also possess significant discretion with respect to our mortgage insurance subsidiaries and all aspects of their business. See Note 16 for additional regulatory information.
PMIERs. 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 March 31, 2019, Radian Guaranty is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements. The PMIERs financial requirements require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets. The GSEs may amend the PMIERs at any time, and they have broad discretion to interpret the requirements, which could impact the calculation of Radian Guaranty’s Available Assets and/or Minimum Required Assets.
The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer, as well as the approved insurer’s financial condition. In addition, the GSEs have a broad range of consent rights under the PMIERs and require private mortgage insurers to obtain the prior consent of the GSEs before taking certain actions, which may include entering into various intercompany agreements and commuting or reinsuring risk, among others. If Radian Guaranty is unable to satisfy the requirements set forth in the PMIERs, the GSEs could restrict it from conducting certain types of business with them or take actions that may include not purchasing loans insured by Radian Guaranty.
From time to time, we enter into reinsurance transactions as a component of our long-term risk distribution strategy to manage our capital position and risk profile, which includes managing Radian Guaranty’s capital position under the PMIERs financial requirements. The credit that we receive under the PMIERs financial requirements for these transactions is subject to initial and ongoing review by the GSEs.
Services
Our Services segment is primarily a fee-for-service business that offers a broad array of services to market participants across the mortgage and real estate value chain. These services comprise mortgage services, real estate services and title services, including technology and turn-key solutions, that provide information and other resources used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. These services are primarily provided to mortgage lenders, financial institutions, investors and government entities. In addition, we provide title insurance to mortgage lenders as well as directly to borrowers.


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Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Our mortgage services help loan originators and investors evaluate, acquire, surveil and securitize mortgages. These services include loan review, RMBS securitization and distressed asset reviews, review and valuation services related to single family rental properties, servicer and loan surveillance and underwriting. Our real estate services help lenders, investors and real estate agents evaluate, manage, monitor and sell properties. These real estate services include software as a service solutions and platforms, as well as managed services, such as REO asset management, real estate valuation services and real estate brokerage services. Our title services provide a comprehensive suite of title insurance products, title settlement services and both traditional and digital closing services.
2019 Developments
Capital and Liquidity Actions. On March 20, 2019, Radian Group’s board of directors approved a $150 million increase in authorization for the Company’s existing share repurchase plan, bringing the total authorization to repurchase shares up to $250 million, excluding commissions. During the three months ended March 31, 2019, the Company purchased 1,546,674 shares at an average price of $20.54 per share, including commissions. At March 31, 2019, purchase authority of up to $218.2 million remained available under this program, which expires on July 31, 2020. Subsequent to March 31, 2019, we purchased 4,131,329 shares of our common stock under this program at an average price of $21.94 per share, including commissions. See Note 14 for additional details on our share repurchase program.
In April 2019, the Pennsylvania Insurance Department approved a $375 million distribution of capital from Radian Guaranty to Radian Group, which was paid on April 30, 2019 in the form of cash and marketable securities. See Note 16 for a discussion of this distribution of capital.
Reinsurance. In April 2019, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1. Eagle Re 2019-1 is a VIE and is not a subsidiary or affiliate of Radian Guaranty. This reinsurance agreement provides for up to $562.0 million of aggregate excess-of-loss reinsurance coverage for the mortgage insurance losses on new defaults on an existing portfolio of eligible Recurring Premium Policies issued between January 1, 2018 and December 31, 2018, with an initial RIF of $10.7 billion. Eagle Re 2019-1 financed its coverage by issuing mortgage insurance-linked notes in an aggregate amount of $562.0 million to eligible third-party capital markets investors in an unregistered private offering. See Note 7 for additional details on our reinsurance programs.
Significant Accounting Policies
Basis of Presentation
Our condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group Inc. and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. 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 refer to Radian Group Inc. together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the context requires otherwise. We generally refer to Radian Group Inc. alone, without its consolidated subsidiaries, as “Radian Group.” 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 and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The year-end condensed balance sheet data was derived from our audited financial statements, but does not include all disclosures required by GAAP. These
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 2018 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. Certain prior period amounts have been reclassified to conform to current period presentation.
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


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



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 2018 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 2018 Form 10-K, other than described below in “—Leases” and “—Recent Accounting Pronouncements—Accounting Standards Adopted During 2019.
Leases
We determine if an arrangement includes a lease at inception. A right of use asset and lease liability is recognized for operating leases and is included in other assets and other liabilities, respectively, in our condensed consolidated balance sheet at March 31, 2019. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Right of use assets are recognized net of any payments made or received from the lessor. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date or as of our date of adoption, January 1, 2019.
Lease expense is recognized on a straight-line basis over the expected lease term. For lease agreements entered into after the adoption of this accounting standard that include lease and non-lease components, such components are generally not accounted for separately. For our building leases, as a result of us having elected to adopt the package of practical expedients permitted under the transition guidance, we account for the lease and non-lease components, such as common area maintenance charges, as a single lease component. We have elected the short-term exemption for contracts with lease terms of 12 months or less. Prior period amounts continue to be reported in accordance with our historic accounting under previous lease guidance.
Our lease agreements primarily relate to operating leases for office space we use in our operations. Certain of our leases include renewal options and/or termination options that we did not consider in the determination of the right-of-use asset or the lease liability as we did not consider it reasonably certain that we would exercise such options. Our lease agreements do not contain any variable lease payments, material residual value guarantees or material restrictive covenants. We do not have material sublease agreements. As of March 31, 2019, there were no leases which had not yet commenced but that create significant rights and obligations for us. See Note 12 for more information about our lease agreements.
Recent Accounting Pronouncements
Accounting Standards Adopted During 2019.In February 2016, the FASB issued an We adopted ASU 2016-02, Leases, (“ASU 2016-02”) on January 1, 2019. Most significantly, this update that replaces the existing accounting and disclosure requirements for leases of property, plant and equipment, which requires lesseesa lessee to recognize, as of the lease commencement date, a liability to make lease payments and an asset with respect to its right to use the underlying asset for the lease term. Upon adoption for contracts in effect as of January 1, 2019, we recorded a lease liability of $73.5 million within other liabilities, and a right-of-use asset of $49.4 million within other assets, and liabilities for all leases with lease terms of more than 12 months. Leases are requiredcorresponding to be classified as either operating or finance, with expense on operating leases recorded as a single lease cost on a straight-line basis. For finance leases, interest expense on the lease liability is required to be recognized separately from the straight-line amortizationas adjusted for deferred rent and unamortized allowances and incentives of the right-of-use asset.
$24.1 million. We elected the optional transition method which requires the recognition of a cumulative-effect adjustment as of the beginning of the period of adoption, and we also elected the practical expedients for transitioning existing leases to the new standard as of the effective date. As a result of applying the practical expedients: (i) we did not reassess expired or existing contracts to determine if they contain additional leases; (ii) we did not reassess the lease classification for expired and existing leases; and (iii) we did not reassess initial direct costs for existing leases. OurPrior period amounts continue to be reported in accordance with our historic accounting under previous lease guidance.
With respect to leases entered into subsequent to the adoption of this update, effective January 1, 2019, resultedASU, we determine if an arrangement includes a lease at inception. If it does, we recognize a right-of-use asset and lease liability in other assets and other liabilities, respectively, in our recordingcondensed consolidated balance sheet. Right-of-use assets represent our right to use an increase in otherunderlying asset for the lease term and are recognized net of any payments made or received from the lessor. Lease liabilities of $73.5 million,represent our obligation to make lease payments arising from the lease and a corresponding increase in other assets. The increase to other assets was partially offset by an adjustment for unamortized allowances and incentives of $24.1 million, resulting in a right of use asset of $49.4 million. The increase in other liabilities represents a discounted lease liability from operating leases, primarily for our various facilities, which representsare based on the present value of these future lease payments discounted atover the lease term. In determining the net present value of lease payments, we use our incremental borrowing rate. Additionally, we expandedrate based on the information available at the lease commencement date or as of our financial statement disclosures as required bydate of adoption, January 1, 2019.
Lease expense is recognized on a straight-line basis over the amendments. Ourexpected lease term. For lease agreements entered into after the adoption of this standardASU that include lease and non-lease components, such components are generally not accounted for separately. We have elected the short-term exemption for contracts with lease terms of 12 months or less.
Our lease agreements primarily relate to operating leases for office space we use in our operations. Certain of our leases include renewal options and/or termination options that we did not impactconsider in the determination of the right-of-use asset or the lease liability as we did not believe it was reasonably certain that we would exercise such options. Our lease agreements do not contain any variable lease payments, material residual value guarantees or material restrictive covenants. We do not have material sublease agreements. As of June 30, 2019, there were no leases that had not yet commenced but that created significant rights and obligations for us. See Note 12 for more information about our stockholders’ equity, results of operations or liquidity. See above for a discussion of our accounting policy regarding leaseslease agreements.
We adopted ASU 2017-08, Receivables-Nonrefundable Fees and Note 12.
In March 2017, the FASB issued an update to the accounting standard regarding receivables.Other Costs, on January 1, 2019. The new standard requires certain premiums on purchased callable debt securities to be amortized to the earliest call date. The amortization period for callable debt securities purchased at a discount will not be impacted. The provisions of this update are effective for fiscal years


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this update did not have a material effect on our financial statements and disclosures.
Accounting Standards Not Yet Adopted. In June 2016, the FASB issued an updateASU 2016-13, Financial Instruments-Credit Losses, and issued subsequent amendments to the accounting standard regardinginitial guidance. This ASU and the measurement of credit losses on financial instruments. This update requiresassociated subsequent amendments require that financial assets measured at their amortized cost basis be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities are to be recorded through an allowance for credit losses, rather than a write-down of the asset, with the amount of the allowance limited to the amount by which fair value is less than amortized cost. This update is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This update is not applicable to credit losses associated with our mortgage insurance policies. We are currently evaluating the scope and impact on our financial statements and future disclosures as a result of this update.
In August 2018, the FASB issued an update to the accounting standard regarding long-duration insurance contracts.ASU 2018-12, Financial Services-Insurance. 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


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



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, 2020, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this update and do not expect it to have a material effect on our financial statements and disclosures.
In August 2018, the FASB issued an update to the accounting standard regardingASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software. This ASU requires the capitalization of implementation costs for activities performed in a cloud computing arrangement that is a service contract. The new standard aligns the accounting for implementation costs of hosting arrangements that are service contracts with the accounting for capitalizing internal-use software. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the potential impact of the adoption of this update and do not expect it to have a material effect on our financial statements and disclosures.
In April 2019, the FASB issued anASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Derivatives and Hedging, and Financial Instruments. This update to the accounting standards regarding financial instruments and derivatives and hedging which clarifies the accounting treatment for the measurement of credit losses and provides further clarification on previously issued updates. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted.permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently in the process of evaluating the new standard.
2. 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.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The calculation of basic and diluted net income per share was as follows:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands, except per-share amounts)2019 20182019 2018 2019 2018
Net income—basic and diluted$170,957
 $114,486
$166,730
 $208,949
 $337,687
 $323,435
          
Average common shares outstanding—basic213,537
 215,967
208,097
 213,976
 211,264
 215,049
Dilutive effect of share-based compensation arrangements (1)
4,806
 3,916
5,506
 3,854
 5,236
 3,692
Adjusted average common shares outstanding—diluted218,343
 219,883
213,603

217,830
 216,500
 218,741
          
Net income per share:          
          
Basic$0.80
 $0.53
$0.80
 $0.98
 $1.60
 $1.50
          
Diluted$0.78
 $0.52
$0.78
 $0.96
 $1.56
 $1.48
______________________
(1)The following number of shares of our common stock equivalents issued under our share-based compensation arrangements were not included in the calculation of diluted net income per share because they were anti-dilutive:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Shares of common stock equivalents169
 170
168
 484
 168
 351

3. Segment Reporting
We have two strategic business units that we manage separately—Mortgage Insurance and Services. Adjusted pretax operating income (loss) for each segment represents segment results on a standalone basis; therefore, inter-segment eliminations and reclassifications required for consolidated GAAP presentation have not been reflected. Inter-segment activities are recorded at market rates for segment reporting and eliminated in consolidation.
We allocate to our Mortgage Insurance segment: (i) corporate expenses based on the segment’s forecasted annual percentage of total revenue, which approximates the estimated percentage of time spent on the segment; (ii) except as described below for periods prior to January 1, 2019, all interest expense; and (iii) all net investment income from corporate cash and investments. Prior to January 1, 2019, interest expense related to the Clayton Intercompany Note was allocated to our Services segment. Effective January 1, 2019, Radian Group recapitalized the Services segment with a capital contribution that enabled the Services segment to repay the intercompany noteClayton Intercompany Note and its accumulated allocated interest expense associated with the note, and effective as of the same date, all interest expense is allocated to our Mortgage Insurance segment.
We allocate to our Services segment: (i) corporate expenses based on the segment’s forecasted annual percentage of total revenue, which approximates the estimated percentage of time spent on the segment and (ii) until January 1, 2019, the allocated interest expense related to the intercompany noteClayton Intercompany Note as describeddiscussed above. No corporate cash or investments are allocated to the Services segment. Inter-segment activities are recorded at market rates for segment reporting and eliminated in consolidation.
Contract underwriting activities are reported within our Services segment. We include underwriting-related expenses for mortgage insurance, based on a pro-rata volume of mortgage applications excluding third-party contract underwriting services, in our Mortgage Insurance segment’s other operating expenses before corporate allocations. We include underwriting-related expenses for third-party contract underwriting services, based on a pro-rata volume of mortgage applications, in our Services segment’s cost of services and other operating expenses before corporate allocations, as applicable.
With the exception of goodwill and other acquired intangible assets that relate to our Services segment, which are reviewed as part of our annual goodwill impairment assessment, we do not manage assets by segment.
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) from continuing operations excluding the effects of net gains (losses) on investments and other financial


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Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



instruments,income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments; (ii) loss on induced conversionextinguishment of debt; (iii) amortization and debt extinguishment, acquisition-related expenses, amortization or impairment of goodwill and other acquired intangible assets; and (iv) impairment of other long-lived assets and net impairmentother non-operating items, such as losses recognizedfrom the sale of lines of business and acquisition-related expenses. See Note 4 of Notes to Consolidated Financial Statements in earnings and infrequent or unusual non-operating items.our 2018 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. These adjustments, along with the reasons for their treatment, are described below.income (loss).
(1)
Net gains (losses) on investments and other financial instruments. The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles. Unrealized gains and losses arise primarily from changes in the market value of our investments that are classified as trading or equity securities. These valuation adjustments may not necessarily result in realized economic gains or losses.
Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized and unrealized gains or losses and changes in fair value of other financial instruments. We do not view them to be indicative of our fundamental operating activities. Therefore, these items are excluded from our calculationThe reconciliation of adjusted pretax operating income (loss).
(2)
Loss on induced conversion and debt extinguishment. Gains or losses on early extinguishment of debt and losses incurred to purchase our convertible debt prior to maturity are discretionary activities that are undertaken in order to take advantage of market opportunities to strengthen our financial and capital positions; therefore, we do not view these activities as part of our operating performance. Such transactions do not reflect expected future operations and do not provide meaningful insight regarding our current or past operating trends. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
(3)
Acquisition-related expenses. Acquisition-related expenses represent the costs incurred to effect an acquisition of a business (i.e., a business combination). Because we pursue acquisitions on a strategic and selective basis, we do not view acquisition-related expenses as a primary business activity. Therefore, we do not consider these expenses to be part of our operating performance and they are excluded from our calculation of adjusted pretax operating income (loss).
(4)
Amortization or impairment of goodwill and other acquired intangible assets. Amortization of acquired intangible assets represents the periodic expense required to amortize the cost of acquired intangible assets over their estimated useful lives. Acquired intangible assets with an indefinite useful life are also periodically reviewed for potential impairment, and impairment adjustments are made whenever appropriate. These charges are not viewed as part of the operating performance of our primary activities and therefore are excluded from our calculation of adjusted pretax operating income (loss).
(5)
Net impairment losses recognized in earnings and infrequent or unusual non-operating items. The recognition of net impairment losses on investments and the impairment of other long-lived assets can vary significantly in both amount and frequency, depending on market credit cycles and other factors. Infrequent and unusual non-operating items reflect activities that we do not view to be indicative of our fundamental operating activities. Therefore, whenever such income or loss items occur, we exclude them from our calculation of adjusted pretax operating income (loss).


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Summarized operating results for our reportable segments for the periods indicated, areto consolidated pretax income is as follows:
 Three Months Ended
March 31,
(In thousands)2019 2018
Mortgage Insurance   
Net premiums written—insurance (1) 
$251,586
 $237,980
(Increase) decrease in unearned premiums10,192
 4,570
Net premiums earned—insurance261,778
 242,550
Net investment income43,665
 33,956
Other income1,196
 807
Total (2) 
306,639

277,313
    
Provision for losses20,844
 37,391
Policy acquisition costs5,893
 7,117
Other operating expenses before corporate allocations30,410
 31,888
Total (3) 
57,147
 76,396
Adjusted pretax operating income before corporate allocations249,492
 200,917
Allocation of corporate operating expenses25,625
 18,577
Allocation of interest expense15,697
 10,629
Adjusted pretax operating income$208,170
 $171,711
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 2018 2019 2018
Adjusted pretax operating income (loss):       
Mortgage Insurance$219,365
(1)$197,440
 $427,535
(1)$369,151
Services(3,526) (6,431) (9,626) (14,039)
Total adjusted pretax operating income215,839
 191,009
 417,909
 355,112
        
Net gains (losses) on investments and other financial instruments12,540
 (7,404) 34,453
 (26,291)
Loss on extinguishment of debt(16,798) 
 (16,798) 
Amortization and impairment of other acquired intangible assets(2,139) (2,748) (4,326) (5,496)
Impairment of other long-lived assets and other non-operating items103
 (286) (5,557) (312)
Consolidated pretax income$209,545
 $180,571
 $425,681
 $323,013

______________________
(1)Net of cededIncludes a cumulative adjustment to unearned premiums written under our reinsurance programs. See Note 7 for additional information.
(2)Excludes net gains on investments and other financial instruments of $21.9 million for the three months ended March 31, 2019, and net losses on investments and other financial instruments of $18.9 million for the three months ended March 31, 2018, not included in adjusted pretax operating income.
(3)Includes inter-segment expenses as follows:
 Three Months Ended
March 31,
(In thousands)2019 2018
Inter-segment expenses$970
 $1,002



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Glossary
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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



 Three Months Ended
March 31,
(In thousands)2019 2018
Services   
Net premiums earned—insurance (1) 
$1,734
 $
Services revenue (2) 
33,723
 34,166
Net investment income (1) 
182
 
Other income (1) 
408
 
Total (2) 
36,047
 34,166
    
Provision for losses (1) 
(18) 
Cost of services24,559
 23,270
Other operating expenses before corporate allocations13,435
 10,744
Restructuring and other exit costs
 525
Total37,976
 34,539
Adjusted pretax operating income (loss) before corporate allocations(1,929)
(373)
Allocation of corporate operating expenses4,171
 2,784
Allocation of interest expense
(3)4,451
Adjusted pretax operating income (loss)$(6,100)
$(7,608)

______________________
(1)Results from inclusion of the operations of EnTitle Direct, a national title insurance and settlement services company, acquired in March 2018.
(2)Includes inter-segment revenues as follows:
 Three Months Ended
March 31,
(In thousands)2019 2018
Inter-segment revenues$970
 $1,002

(3)Effective January 1, 2019, the Clayton Intercompany Note was repaid using proceeds from an additional capital contribution from Radian Group. As a result of the intercompany note repayment, the Services segment no longer incurs interest expense on the intercompany note.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The reconciliation of adjusted pretax operating income to consolidated pretax income is as follows:
 Three Months Ended
March 31,
(In thousands)2019 2018
Adjusted pretax operating income (loss):   
Mortgage Insurance (1) 
$208,170
 $171,711
Services (1) 
(6,100) (7,608)
Total adjusted pretax operating income202,070
 164,103
    
Net gains (losses) on investments and other financial instruments21,913
 (18,887)
Acquisition-related expenses (2) 
(233) 
Amortization and impairment of other acquired intangible assets(2,187) (2,748)
Impairment of other long-lived assets and infrequent or unusual non-operating items (3) 
(5,427) (26)
Consolidated pretax income$216,136
 $142,442
______________________
(1)Includes inter-segment expenses and revenues as listedrecorded in the notessecond quarter of 2019 related to an update to the preceding tables.
(2)Acquisition-related expenses represent expenses incurredamortization rates used to effect the acquisition of a business, net of adjustments to accruals previously recordedrecognize revenue for acquisition expenses.
(3)The amount for the three months ended March 31, 2019 is included in other operating expenses on the condensed consolidated statement of operations and primarily relates to impairments of other long-lived assets. The amount for the three months ended March 31, 2018 is included within restructuring and other exit costs on the condensed consolidated statement of operations.Single Premium Policies, as further described below.
On a consolidated basis, “adjusted pretax operating income” is a measure not determined in accordance with GAAP. Total adjusted pretax operating income is not a measure of total profitability, and therefore should not be considered in isolation or viewed as a substitute for GAAP pretax income. Our definition of adjusted pretax operating income may not be comparable to similarly-named measures reported by other companies.
Our results for the second quarter of 2019 include a $32.9 million increase in net premiums earned and a $0.12 increase in net income per share due to a reduction in our unearned premiums, resulting from a cumulative adjustment related to an update to the amortization rates used to recognize revenue for Single Premium Policies. The update to our earned premium recognition factors also resulted in a $6.2 million reduction in other operating expenses and a $0.02 increase in net income per share in the second quarter of 2019 due to the acceleration of earned ceding commissions related to policies covered under our Single Premium QSR Program. This cumulative adjustment reflects a change in our estimate of the period over which we recognize premiums during the life of our mortgage insurance policies. We periodically review our premium recognition models, with any adjustments to the estimate reflected in current period income. See Note 2 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information regarding our accounting policies for insurance premiums revenue recognition.
We updated the amortization rates due to the continuing increase in the significance of borrower-paid Single Premium Policies in our portfolio following our rate reductions on borrower-paid Single Premium Policies in 2018. Under the Homeowners Protection Act of 1998 (“HPA”), borrower-paid policies must be canceled automatically on the date the LTV is scheduled to reach 78% of the original value (or, if the loan is not current on that date, on the date that the loan becomes current). As a result, given the shift in our mix of Single Premium Policies toward more borrower-paid Single Premium Policies than lender-paid, the average anticipated term of our Single Premium IIF is declining compared to historical levels. We updated our analysis to reflect not only this anticipated effect of HPA cancellations on borrower-paid policies, but also changes in observed and projected loss patterns for both borrower-paid and lender-paid policies.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Revenue Recognition—Services
The reconciliation of our reportable segment revenues to consolidated revenues is as follows:
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 2018 2019 2018
Reportable segment revenues:       
Mortgage Insurance$340,520
(1)$287,036
 $647,159
(1)$564,349
Services42,981
 40,510
 79,028
 74,676
Total reportable segment revenues383,501
 327,546
 726,187
 639,025
Add: Net gains (losses) on investments and other financial instruments12,540
 (7,404) 34,453
 (26,291)
Less: Inter-segment revenues (2) 
1,077
 885
 2,047
 1,887
Total revenues$394,964
 $319,257
 $758,593
 $610,847
______________________
(1)Includes a cumulative adjustment to unearned premiums recorded in the second quarter of 2019 related to an update to the amortization rates used to recognize revenue for Single Premium Policies, as further described above.
(2)Inter-segment revenues included in the Services segment.
The accounting standard on revenue from contracts with customers is primarily applicable to revenues from our Services segmentservices revenue and is not applicable to our investments and insurance products, which represent the majority of our revenue. See Notes 1 and 2 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information regarding our accounting policies and the services we offer.
The table below represents the disaggregation of Servicesservices revenues from external customers, by revenue type:
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 2018 2019 2018
Services revenue       
Mortgage Services$17,220
 $20,192
 $32,313
 $36,687
Real Estate Services16,938
 14,570
 32,775
 28,964
Title Services5,145
 2,066
 6,968
 4,341
Total services revenue$39,303
 $36,828
 $72,056
 $69,992
 Three Months Ended
March 31,
(In thousands)2019 2018
Services segment revenue   
Mortgage Services$16,063
 $17,498
Real Estate Services15,836
 14,394
Title Services2,232
 2,274
Total (1) 
$34,131
 $34,166
______________________
(1)Includes inter-segment revenues of $1.0 million for each of the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019, amounts exclude a total of $1.9 million, comprised of Services segment net premiums earned—insurance and net investment income, as both are excluded from the scope of the revenue recognition standard.
Our Services segmentservices revenues other than net premiums earned—insurance and net investment income, are recognized over time and measured each period based on the progress to date as services are performed and made available to customers.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Our contracts with customers, including payment terms, are generally short-term in nature; therefore, any impact related to timing is immaterial. Revenue expected to be recognized in any future period related to remaining performance obligations, such as contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.
Revenue recognized related to services made available to customers and billed is reflected in accounts and notes receivable. Revenue recognized related to services performed and not yet billed is recorded in unbilled receivables and reflected in other assets. Deferred revenue represents advance payments received from customers in advance of revenue recognition. We have no material bad-debt expense. The following represents balances related to Servicesservices revenue contracts as of the dates indicated:
(In thousands)March 31, 2019 December 31, 2018
Accounts Receivable - Services Contracts$13,241
 $15,461
Unbilled Receivables - Services Contracts22,967
 19,917
Deferred Revenues - Services Contracts3,044
 3,204
(In thousands)June 30,
2019
 December 31, 2018
Accounts Receivable$16,846
 $15,461
Unbilled Receivables21,725
 19,917
Deferred Revenues2,861
 3,204

Revenue expected to be recognized in any future period related to remaining performance obligations, such as contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.
4. Fair Value of Financial Instruments
We provide a qualitative descriptionFor discussion of theour valuation techniquesmethodologies for assets and inputs used for recurring and non-recurringliabilities measured at fair value measurements in our audited financial statements and notes thereto includedthe fair value hierarchy, see Note 5 of Notes to Consolidated Financial Statements in our 2018 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our 2018 Form 10-K.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The following is a list of assets that are measured at fair value by hierarchy level as of March 31,June 30, 2019:
(In thousands)Level I Level II Total Level I Level II Total
Assets at Fair Value      
Investment Portfolio:      
Assets at fair value     
Investments:     
Fixed-maturities available for sale:     
U.S. government and agency securities$49,929
 $34,491
 $84,420
State and municipal obligations
 107,962
 107,962
Corporate bonds and notes
 2,249,315
 2,249,315
RMBS
 433,773
 433,773
CMBS
 571,923
 571,923
Other ABS
 661,089
 661,089
Foreign government and agency securities
 5,168
 5,168
Total fixed-maturities available for sale49,929
 4,063,721
 4,113,650
     
Trading securities:     
State and municipal obligations
 128,824
 128,824
Corporate bonds and notes
 155,793
 155,793
RMBS
 17,511
 17,511
CMBS
 34,889
 34,889
Total trading securities
 337,017
 337,017
     
Equity securities144,882
 5,072
 149,954
     
Short-term investments:     
U.S. government and agency securities$178,908
 $33,610
 $212,518
 142,206
 
 142,206
State and municipal obligations
 233,827
 233,827
 
 13,990
 13,990
Money market instruments174,541
 
 174,541
 262,466
 
 262,466
Corporate bonds and notes
 2,485,463
 2,485,463
 
 89,910
 89,910
RMBS
 368,495
 368,495
 
CMBS
 549,986
 549,986
 
Other ABS
 675,477
 675,477
 
Other investments (1)

 401,308
 401,308
Total short-term investments404,672
 505,208
 909,880
     
Total investments at fair value (2)
599,483
 4,911,018
 5,510,501
     
Other assets:     
Loaned securities: (3)
     
U.S. government and agency securities1,502
 
 1,502
Corporate bonds and notes
 23,011
 23,011
Equity securities136,107
 4,998
 141,105
 4,551
 
 4,551
Other investments (1)

 653,905
 653,905
 
Total Investments at Fair Value (2)
489,556
 5,005,761
 5,495,317
(3)
Total Assets at Fair Value (4)
$489,556
 $5,005,761
 $5,495,317
(3)
Total assets at fair value (2)
$605,536
 $4,934,029
 $5,539,565
______________________
(1)Comprising short-term certificates of deposit and commercial paper.
(2)
Does not include certain other invested assets of $3.1$2.8 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient. Includes cash collateral held under securities lending agreements of $6.2 million that is reinvested in money market instruments.
(3)Includes $22.6 million of securitiesSecurities loaned to third-party Borrowersborrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 5 for more information.
(4)Does not include the fair value of an immaterial embedded derivative, which we have accounted for separately as a freestanding derivative and classified in other assets in our condensed consolidated balance sheet. See Note 7 for more information.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The following is a list of assets that are measured at fair value by hierarchy level as of December 31, 2018:
(In thousands)Level I Level II Total
Assets at fair value     
Investments:     
Fixed-maturities available for sale:     
U.S. government and agency securities$55,658
 $28,412
 $84,070
State and municipal obligations
 138,313
 138,313
Corporate bonds and notes
 2,222,473
 2,222,473
RMBS
 332,142
 332,142
CMBS
 539,915
 539,915
Other ABS
 704,662
 704,662
Total fixed-maturities available for sale55,658
 3,965,917

4,021,575
      
Trading securities:     
State and municipal obligations
 168,359
 168,359
Corporate bonds and notes
 228,152
 228,152
RMBS
 21,082
 21,082
CMBS
 51,478
 51,478
Total trading securities
 469,071

469,071
      
Equity securities126,607
 3,958
 130,565
      
Short-term investments:     
U.S. government and agency securities133,657
 
 133,657
State and municipal obligations
 18,070
 18,070
Money market instruments95,132
 
 95,132
Corporate bonds and notes
 105,625
 105,625
Other ABS
 806
 806
Other investments (1) 

 175,113
 175,113
Total short-term investments228,789
 299,614

528,403
      
Total investments at fair value (2) 
411,054
 4,738,560
 5,149,614
      
Other assets:     
Loaned securities: (3) 
     
U.S. government and agency securities9,987
 
 9,987
Corporate bonds and notes
 7,818
 7,818
Equity securities10,055
 
 10,055
Total assets at fair value (2) 
$431,096
 $4,746,378

$5,177,474
(In thousands)Level I Level II Total 
Assets at Fair Value      
Investment Portfolio:      
U.S. government and agency securities$199,302
 $28,412
 $227,714
 
State and municipal obligations
 324,742
 324,742
 
Money market instruments95,132
 
 95,132
 
Corporate bonds and notes
 2,564,068
 2,564,068
 
RMBS
 353,224
 353,224
 
CMBS
 591,393
 591,393
 
Other ABS
 705,468
 705,468
 
Equity securities136,662
 3,958
 140,620
 
Other investments (1) 

 175,113
 175,113
 
Total Investments at Fair Value (2) 
431,096
 4,746,378
 5,177,474
(3)
Total Assets at Fair Value (4) 
$431,096
 $4,746,378
 $5,177,474
(3)
______________________
(1)Comprising short-term certificates of deposit and commercial paper.
(2)
Does not include certain other invested assets of $3.4$3.4 million that are primarily invested in limited partnership investments valued using the net asset value as a practical expedient. Includes cash collateral held under securities lending agreements of $11.7 million that is reinvested in money market instruments.
(3)Includes $27.9 million of securitiesSecurities loaned to third-party Borrowersborrowers under securities lending agreements are classified as other assets in our condensed consolidated balance sheets. See Note 5 for more information.
(4)Does not include the fair value of an immaterial embedded derivative, which we have accounted for separately as a freestanding derivative and classified in other assets in our condensed consolidated balance sheet. See Note 7 for more information.
At March 31,June 30, 2019 and December 31, 2018, there were no material Level III assets measured at fair value and no Level III liabilities. There were no investment transfers to or from Level III for the three and six months ended March 31,June 30, 2019 or the year ended December 31, 2018. Activity related to Level III assets and liabilities (including realized and unrealized gains and losses,


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Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



purchases, sales, issuances, settlements and transfers) was immaterial for the three and six months ended March 31,June 30, 2019 and the year ended December 31, 2018.
Other Fair Value Disclosure
The carrying value and estimated fair value of other selected liabilities not carried at fair value in our condensed consolidated balance sheets were as follows as of the dates indicated:
March 31, 2019 December 31, 2018June 30, 2019 December 31, 2018
(In thousands)
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
Liabilities:              
Senior notes$1,031,197
 $1,051,418
 $1,030,348
 $1,007,687
$982,890
 $1,016,661
 $1,030,348
 $1,007,687
FHLB advances108,532
 109,097
 82,532
 82,899
106,382
 107,366
 82,532
 82,899

The fair value of our senior notes is estimated based on the quoted market prices for the same or similar instruments. The fair value of our FHLB advances is estimated based on expected cash flows for similar borrowings. These liabilities are categorized in Level II of the fair value hierarchy. See Note 11 for additional information on our senior notes and FHLB advances.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



5. Investments
Available for Sale Securities
Our available for sale securities within our investment portfolio consisted of the following as of the dates indicated:
March 31, 2019June 30, 2019
(In thousands)
Amortized
Cost
 Fair Value 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
Amortized
Cost
 Fair Value 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
Fixed-maturities available for sale:              
U.S. government and agency securities$94,441
 $94,098
(1)$185
 $528
$84,807
 $85,922
 $1,151
 $36
State and municipal obligations88,598
 92,718
 4,421
 301
100,214
 107,962
 7,750
 2
Corporate bonds and notes2,159,040
 2,175,975
 31,450
 14,515
2,192,119
 2,272,269
 81,488
 1,338
RMBS348,746
 350,238
(2)4,242
 2,750
425,138
 433,773
 10,060
 1,425
CMBS512,190
 515,604
 4,873
 1,459
557,353
 571,923
 15,302
 732
Other ABS679,444
 675,477
 1,021
 4,988
661,898
 661,089
 2,166
 2,975
Total securities available for sale$3,882,459
 $3,904,110
(3)$46,192
 $24,541
Foreign government and agency securities5,088
 5,168
 80
 
Total securities available for sale, including loaned securities4,026,617
 4,138,106
 $117,997
 $6,508
Less: loaned securities23,250
 24,456
    
Total fixed-maturities available for sale$4,003,367
 $4,113,650
 

 


 December 31, 2018
(In thousands)
Amortized
Cost
 Fair Value 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
Fixed-maturities available for sale:       
U.S. government and agency securities$85,532
 $84,070
 $46
 $1,508
State and municipal obligations138,022
 138,313
 2,191
 1,900
Corporate bonds and notes2,288,720
 2,229,885
 5,053
 63,888
RMBS334,843
 332,142
 1,785
 4,486
CMBS546,729
 539,915
 544
 7,358
Other ABS712,748
 704,662
 814
 8,900
Total securities available for sale, including loaned securities4,106,594
 4,028,987
 $10,433
 $88,040
Less: loaned securities7,632
 7,412
    
Total fixed-maturities available for sale$4,098,962
 $4,021,575
 

 

______________________
(1)Includes securities with a fair value of $10.9 million serving as collateral for FHLB advances.
(2)Includes securities with a fair value of $103.7 million serving as collateral for FHLB advances.
(3)Includes $6.5 million of fixed-maturity securities loaned to third-party Borrowers under securities lending agreements, classified as other assets in our condensed consolidated balance sheets, as further described below.
 December 31, 2018
(In thousands)
Amortized
Cost
 Fair Value 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
Fixed-maturities available for sale:       
U.S. government and agency securities$85,532
 $84,070
(1)$46
 $1,508
State and municipal obligations138,022
 138,313
 2,191
 1,900
Corporate bonds and notes2,288,720
 2,229,885
 5,053
 63,888
RMBS334,843
 332,142
(2)1,785
 4,486
CMBS546,729
 539,915
 544
 7,358
Other ABS712,748
 704,662
 814
 8,900
Total securities available for sale$4,106,594
 $4,028,987
(3)$10,433
 $88,040
______________________
(1)Includes securities with a fair value of $10.7 million serving as collateral for FHLB advances.
(2)Includes securities with a fair value of $77.7 million serving as collateral for FHLB advances.
(3)Includes $7.4 million of fixed-maturity securities loaned to third-party Borrowers under securities lending agreements, classified as other assets in our condensed consolidated balance sheets, as further described below.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Gross Unrealized Losses and Fair Value of Available for Sale Securities
For securities deemed “available for sale” and that are in an unrealized loss position, the following tables show the gross unrealized losses and fair values, 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 March 31,June 30, 2019 and December 31, 2018 are loaned securities under securities lending agreements that are classified as other assets in our condensed consolidated balance sheets, as further described below.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



 March 31, 2019 June 30, 2019
($ in thousands) Description of Securities
 Less Than 12 Months 12 Months or Greater Total Less Than 12 Months 12 Months or Greater Total
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
U.S. government and agency securities 
 $
 $
 9
 $38,177
 $528
 9
 $38,177
 $528
 
 $
 $
 4
 $12,370
 $36
 4
 $12,370
 $36
State and municipal obligations 1
 6,487
 27
 3
 10,983
 274
 4
 17,470
 301
 1
 3,249
 1
 1
 999
 1
 2
 4,248
 2
Corporate bonds and notes 54
 220,831
 2,676
 148
 656,876
 11,839
 202
 877,707
 14,515
 19
 82,685
 586
 27
 102,857
 752
 46
 185,542
 1,338
RMBS 9
 60,465
 124
 24
 67,863
 2,626
 33
 128,328
 2,750
 1
 32
 1
 24
 58,905
 1,424
 25
 58,937
 1,425
CMBS 33
 138,708
 621
 19
 41,516
 838
 52
 180,224
 1,459
 16
 33,267
 555
 10
 6,751
 177
 26
 40,018
 732
Other ABS 71
 321,040
 2,958
 41
 179,398
 2,030
 112
 500,438
 4,988
 42
 198,836
 1,188
 44
 167,724
 1,787
 86
 366,560
 2,975
Total 168
 $747,531
 $6,406
 244
 $994,813
 $18,135
 412
 $1,742,344
 $24,541
 79
 $318,069
 $2,331
 110
 $349,606
 $4,177
 189
 $667,675
 $6,508
  December 31, 2018
($ in thousands) Description of Securities
 Less Than 12 Months 12 Months or Greater Total
 
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
 
# of
securities
 Fair Value 
Unrealized
Losses
U.S. government and agency securities 2
 $27,415
 $796
 8
 $23,476
 $712
 10
 $50,891
 $1,508
State and municipal obligations 12
 41,263
 955
 16
 39,982
 945
 28
 81,245
 1,900
Corporate bonds and notes 330
 1,208,430
 36,284
 126
 601,533
 27,604
 456
 1,809,963
 63,888
RMBS 15
 92,315
 782
 28
 77,395
 3,704
 43
 169,710
 4,486
CMBS 62
 328,696
 3,973
 33
 125,728
 3,385
 95
 454,424
 7,358
Other ABS 129
 503,109
 7,917
 26
 89,628
 983
 155
 592,737
 8,900
Total 550
 $2,201,228
 $50,707
 237
 $957,742
 $37,333
 787
 $3,158,970
 $88,040

Although we held available for sale securities in an unrealized loss position as of March 31,June 30, 2019, we did not consider those securities to be other-than-temporarily impaired as of such date. For all investment categories, the unrealized losses of 12 months or greater duration as of March 31,June 30, 2019 were generally caused by interest rate or credit spread movements since the purchase date, and as such, we expect to recover the amortized cost basis of these securities. As of March 31,June 30, 2019, we did not have the intent to sell any debtavailable for sale securities in an unrealized loss position, and we determined that it is more likely than not that we will not be required to sell the securities before recovery of their cost basis, which may be at maturity; therefore, we did not consider these investments to be other-than-temporarily impaired at March 31,June 30, 2019.
Other-than-temporary Impairment Activity. To the extent we determine that a security is deemed to have had an other-than-temporary impairment, an impairment loss is recognized. We recognized no other-than-temporary impairment losses in earnings during the threesix months ended March 31,June 30, 2019 and $0.8 million of other-than-temporary impairment losses in earnings for the six months ended June 30, 2018. There were no other-than-temporary impairment losses recognized in accumulated other comprehensive income (loss) for those periods.
Securities Lending Agreements
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 5 includes these securities. See Note 4 for additional detail on the loaned securities, and see Notes 2 and 6 of Notes to Consolidated Financial


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



for the three months ended March 31, 2018. There were no other-than-temporary impairment losses recognized in accumulated other comprehensive income (loss) for those periods.
Trading Securities
The trading securities within our investment portfolio, which are recorded at fair value, consisted of the following as of the dates indicated:
(In thousands)March 31,
2019
 December 31,
2018
Trading securities:   
State and municipal obligations$128,339
 $168,359
Corporate bonds and notes203,014
 228,151
RMBS18,257
 21,083
CMBS34,382
 51,478
Total$383,992
 $469,071

Securities Lending Agreements
We participate in a securities lending program whereby we loan certain securities in our investment portfolio to Borrowers for short periods of time. See Notes 2 and 6 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information about our securities lending agreements.
Key balances relatedaccounting policies with respect to our securities lending agreements consistedand the collateral requirements thereunder, respectively.
All of the followingour securities lending agreements are classified as overnight and revolving. Securities collateral on deposit with us from third-party borrowers totaling $9.0 million and $16.8 million as of June 30, 2019 and December 31, 2018, respectively, may not be transferred or re-pledged unless the dates indicated:
(In thousands)March 31,
2019
 December 31,
2018
Loaned securities (1):
   
U.S. government and agency securities$
 $9,987
Corporate bonds and notes6,526
 7,818
Equity securities16,080
 10,055
Total loaned securities, at fair value$22,606
 $27,860
    
Total loaned securities, at amortized cost$22,537
 $28,992
Securities collateral on deposit from Borrowers (2) 
17,372
 16,815
Reinvested cash collateral, at estimated fair value (3) 
6,233
 11,699
______________________
(1)Our securities loaned under securities lending agreements are reported at fair value within other assets in our condensed consolidated balance sheets. All of our securities lending agreements are classified as overnight and revolving. None of the amounts are subject to offsetting.
(2)Securities collateral on deposit with us from Borrowers may not be transferred or re-pledged unless the Borrowerthird-party borrower is in default, and is therefore not reflected in our condensed consolidated financial statements.
(3)All cash collateral received has been reinvested in accordance with the securities lending agreements and is included in short-term investments in our condensed consolidated balance sheets. Amounts payable on the return of cash collateral under securities lending agreements are included within other liabilities in our condensed consolidated balance sheets.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Net Gains (Losses) on Investments and Other Financial Instruments
Net gains (losses) on investments and other financial instruments consisted of:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Net realized gains (losses):          
Fixed-maturities available for sale (1)
$(495) $(3,120)$1,303
 $(1,691) $808
 $(4,811)
Trading securities274
 (112) (410) (650)
Equity securities(680) 142

 498
 (680) 640
Trading securities(684) (538)
Other invested assets87
 62
Other gains (losses)85
 12
Other investments144
 217
 316
 291
Net realized gains (losses) on investments(1,687) (3,442)1,721
 (1,088) 34
 (4,530)
Other-than-temporary impairment losses
 (844)
 
 
 (844)
Net unrealized gains (losses) on investment securities19,469
 (12,804)
Net unrealized gains (losses) on investments9,117
 (5,733) 28,586
 (18,537)
Total net gains (losses) on investments17,782
 (17,090)$10,838
 $(6,821) $28,620
 $(23,911)
Net gains (losses) on other financial instruments4,131
 (1,797)
Net gains (losses) on investments and other financial instruments$21,913
 $(18,887)

______________________
(1)Components of net realized gains (losses) on fixed-maturities available for sale include:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Gross investment gains from sales and redemptions$4,165
 $598
$2,064
 $419
 $6,229
 $1,017
Gross investment losses from sales and redemptions(4,660) (3,718)(761) (2,110) (5,421) (5,828)

Net Unrealized Gains (Losses) on Investment Securities
For each period indicated, the net change in unrealized gains (losses) on investment securities shown below represents a component of net gains (losses) on investments and other financial instruments. The net changes in unrealized gains (losses) recognized in earnings on trading securities and equity securitiesinvestments that were still held at each period endperiod-end were as follows:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Net changes in unrealized gains (losses):   
Net unrealized gains (losses) on investments still held:       
Trading securities$8,587
 $(11,420)$7,608
 $(5,816) $15,027
 $(16,755)
Equity securities7,919
 (1,806)1,404
 224
 8,600
 (702)
Net changes in unrealized gains (losses) on investment securities$16,506
 $(13,226)
Other investments138
 89
 7
 212
Net unrealized gains (losses) on investments still held$9,150
 $(5,503) $23,634
 $(17,245)




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Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Contractual Maturities
The contractual maturities of fixed-maturity investmentsfixed-maturities available for sale were as follows:
March 31, 2019June 30, 2019
Available for SaleAvailable for Sale
(In thousands)
Amortized
Cost
 
Fair
Value
Amortized
Cost
 
Fair
Value
Due in one year or less (1)
$93,413
 $93,208
$102,282
 $102,313
Due after one year through five years (1)
828,387
 832,653
863,246
 878,955
Due after five years through 10 years (1)
1,051,235
 1,060,529
1,041,249
 1,087,023
Due after 10 years (1)
369,044
 376,401
375,451
 403,030
RMBS (2)
348,746
 350,238
425,138
 433,773
CMBS (2)
512,190
 515,604
557,353
 571,923
Other ABS (2)
679,444
 675,477
661,898
 661,089
Total (3)
$3,882,459
 $3,904,110
Total4,026,617
 4,138,106
Less: loaned securities23,250
 24,456
Total fixed-maturities available for sale$4,003,367
 $4,113,650
______________________
(1)Actual maturities may differ as a result of calls before scheduled maturity.
(2)RMBS, CMBS and Other ABS are shown separately, as they are not due at a single maturity date.
(3)Includes securities loaned under securities lending agreements with a fair value of $6.5 million.
Other
For the threesix months ended March 31,June 30, 2019, we did not transfer any securities from the available for sale or trading categories.
At March 31,Our fixed-maturities available for sale include securities totaling $112.6 million and $88.4 million at June 30, 2019 and December 31, 2018, we had aggregate amounts of $114.6 million and $88.4 million, respectively, of U.S. government and agency securities and RMBS, classified as fixed-maturities available for sale within our investment securities portfolio, serving as collateral for our FHLB advances. See Note 1211 for additional information.information about our FHLB advances.
Our investmentsfixed-maturities available for sale include securities on deposit with various state insurance commissioners of $16.7totaling $16.8 million and $17.6 million at March 31,June 30, 2019 and December 31, 2018, respectively.respectively, on deposit and serving as collateral with various state regulatory authorities.
6. Goodwill and Other Acquired Intangible Assets, Net
All of our goodwill and other acquired intangible assets relate to our Services segment. The purchase price allocation for the acquisition of Five Bridges in December 2018 was finalized in the first quarter of 2019. In comparison to the preliminary fair value amounts recorded as of December 31, 2018, the final calculations resulted in: (i) an increase in goodwill of $0.5 million and (ii) decreases in intangible assets of $0.4 million related to technology and $0.1 million related to customerclient relationships.
The following table shows the changes in the carrying amount of goodwill for the year-to-date periods ended December 31, 2018 and March 31,June 30, 2019:
(In thousands)Goodwill Accumulated Impairment Losses NetGoodwill Accumulated Impairment Losses Net
Balance at December 31, 2017$197,391
 $(186,469) $10,922
$197,391
 $(186,469) $10,922
Goodwill acquired3,170
 
 3,170
3,170
 
 3,170
Balance at December 31, 2018200,561
 (186,469) 14,092
200,561
 (186,469) 14,092
Goodwill acquired538
 
 538
538
 
 538
Balance at March 31, 2019$201,099
 $(186,469) $14,630
Balance at June 30, 2019$201,099
 $(186,469) $14,630



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Glossary
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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The following is a summary of the gross and net carrying amounts and accumulated amortization of our other acquired intangible assets as of the periods indicated:
March 31, 2019June 30, 2019
(In thousands)Original Amount Acquired Accumulated Amortization and Impairment Net Carrying AmountOriginal Amount Acquired Accumulated Amortization and Impairment Net Carrying Amount
Client relationships$83,860
 $(49,751)(1)$34,109
$83,860
 $(51,257) $32,603
Technology16,964
 (13,575)(2)3,389
16,964
 (13,978) 2,986
Trade name and trademarks8,340
 (4,080) 4,260
8,340
 (4,296) 4,044
Non-competition agreements185
 (179) 6
185
 (181) 4
Licenses463
 (46) 417
463
 (58) 405
Total$109,812
 $(67,631) $42,181
$109,812
 $(69,770) $40,042

 December 31, 2018
(In thousands)Original Amount Acquired Accumulated Amortization Net Carrying Amount
Client relationships$84,000
 $(48,227)(1)$35,773
Technology17,362
 (13,141)(2)4,221
Trade name and trademarks8,340
 (3,864) 4,476
Non-competition agreements185
 (177) 8
Licenses463
 (35) 428
Total$110,350
 $(65,444) $44,906
______________________
(1)Includes an impairment charge of $14.9 million in the quarter ended June 30, 2017.
(2)Includes an impairment charge of $0.9 million in the quarter ended June 30, 2017.
The estimated aggregate amortization expense for the remainder of 2019 and thereafter is as follows (in thousands):
2019$6,416
20207,236
20215,822
20225,290
20234,839
2024 and thereafter12,578
Total$42,181
 December 31, 2018
(In thousands)Original Amount Acquired Accumulated Amortization and Impairment Net Carrying Amount
Client relationships$84,000
 $(48,227) $35,773
Technology17,362
 (13,141) 4,221
Trade name and trademarks8,340
 (3,864) 4,476
Non-competition agreements185
 (177) 8
Licenses463
 (35) 428
Total$110,350
 $(65,444) $44,906

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 2018 Form 10-K.
7. Reinsurance
In our mortgage insurance business,and title insurance businesses, we use reinsurance as part of our risk distribution strategy, including to manage our capital position and risk profile. Premiums are primarilySee Note 8 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for more information about our use of reinsurance in our title insurance business.
The reinsurance arrangements for our mortgage insurance business include premiums ceded under the QSR Program, the Single Premium QSR Program the QSR Program and the Excess-of-Loss Program.


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Glossary
Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The effect of all of our reinsurance programs on our net premiums written and earnedincome is as follows:
Three Months Ended
March 31,
Three Months Ended
June 30,

Six Months Ended
June 30,
(In thousands)2019
20182019
2018
2019
2018
Net premiums written—insurance:          
Direct$261,031
 $256,599
$279,991
 $284,713
 $541,022
 $541,312
Assumed (1)
2,445
 1,312
2,475
 1,504
 4,920
 2,816
Ceded (2)
(10,156) (19,931)(14,289) (31,883) (24,445) (51,814)
Net premiums written—insurance$253,320
 $237,980
$268,177
 $254,334
 $521,497
 $492,314
          
Net premiums earned—insurance:          
Direct$280,223
 $257,431
$333,791
(3)$266,512
 $614,014
(3)$523,943
Assumed (1)
2,450
 1,318
2,481
 1,510
 4,931
 2,828
Ceded (2)
(19,161) (16,199)(37,106)(3)(16,678) (56,267)(3)(32,877)
Net premiums earned—insurance$263,512
 $242,550
$299,166
(3)$251,344
 $562,678
(3)$493,894
       
Ceding commissions earned$16,353
(3)$8,539
 $25,038
(3)$17,355
Ceded losses1,868
 1,019
 3,555
 2,165

______________________
(1)Includes premiums earned from our participation in certain Front-end and Back-end credit risk transfer programs.
(2)Net of profit commission.
(3)Includes a cumulative adjustment to unearned premiums recorded in the second quarter of 2019 related to an update to the amortization rates used to recognize revenue for Single Premium Policies. See Note 3 for further information.
QSR Program
In 2012, Radian Guaranty entered into the QSR Program with a third-party reinsurance provider. Radian Guaranty has ceded the maximum amount permitted under the QSR Program and is no longer ceding additional NIW under this program. RIF ceded under the QSR Program was $0.8 billion and $1.0 billion as of June 30, 2019 and 2018, respectively.
Single Premium QSR Program
In the first quarter of 2016, Radian Guaranty entered into the 2016 Single Premium QSR Agreement with a panel of third-party reinsurers. As of January 1, 2018, Radian Guaranty is no longer ceding additional NIW under this arrangement. RIF ceded under the 2016 Single Premium QSR Agreement was $6.1$5.9 billion and $6.8$6.6 billion as of March 31,June 30, 2019 and 2018, respectively.
In October 2017, weRadian Guaranty entered into the 2018 Single Premium QSR Agreement with a panel of third-party reinsurers. Under the 2018 Single Premium QSR Agreement, we expect to cede up to 65% of our Single Premium NIW beginning with the business written in January 2018, subject to certain conditions that may affect the amount ceded, including a limitation on ceded premiums written equal to $335 million for policies issued between January 1, 2018 and December 31, 2019. Notwithstanding this limitation, the parties may mutually agree to amend the agreement, including with respect to any limitations on the amounts of insurance that may be ceded. RIF ceded under the 2018 Single Premium QSR Agreement was $2.1$2.6 billion and $0.4$1.0 billion as of March 31,June 30, 2019 and 2018, respectively.
Ceding commissionsExcess-of-Loss Program
Since the fourth quarter of 2018, Radian Guaranty has entered into two fully collateralized reinsurance arrangements with the Eagle Re Issuers. Total ceded premiums earned under the Single Premium QSRour Excess-of-Loss Program were $5.8$7.7 million and $5.3$10.9 million for the three and six months ended March 31,June 30, 2019, and 2018, respectively, and ceded losses were $1.5 million and $0.9 million for the three months ended March 31, 2019 and 2018, respectively.
QSR Program
In 2012, Radian Guaranty entered into the QSR Program with a third-party reinsurance provider. Radian Guaranty has ceded the maximum amount permitted under the QSR Program and is no longer ceding NIW under this program. RIF ceded under the QSR Program was $0.8 billion and $1.1 billion as of March 31, 2019 and 2018, respectively. Ceding commissions earned under the QSR Program were $2.9 million and $3.5 million for the three months ended March 31, 2019 and 2018, respectively, and ceded losses were $0.2 million for the three months ended March 31, 2019 and 2018.

Excess-of-Loss Program
In November 2018, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2018-1.The Eagle Re 2018-1 is a VIE and is not a subsidiary or affiliate of Radian Guaranty. This reinsurance agreement, entered into in November 2018, provides for up to $434.0 million of aggregate excess-of-loss reinsurance coverage for the applicablea specified percentage of mortgage insurance losses on new defaults on an existing portfolio of eligible Recurring Premium Policies issued between January 1, 2017 and December 31, 2017, with an initial RIF of $9.1 billion. In addition, Radian Guaranty entered into a separate excess-of-loss reinsurance agreement for up to $21.4 million of coverage, representing a pro rata share of the credit risk alongside the risk assumed by Eagle Re 2018-1 on those Recurring Premium Policies.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The aggregate excess of loss reinsurance coverage decreases over a ten-year period as the principal balances of the underlying covered mortgages decrease and as claims are paid by Eagle Re 2018-1 or the mortgage insurance is canceled. The outstanding reinsurance coverage amount will begin amortizing after an initial period in which a target level of credit enhancement is obtained and stop amortizing if certain thresholds are reached, such as if the reinsured mortgages were to experience an elevated level of delinquencies or certain credit enhancement tests were not maintained. Radian Guaranty has rights to terminate the reinsurance agreement upon the occurrence of certain events.
those Recurring Premium Policies. Eagle Re 2018-1 financed its coverage by issuing mortgage insurance-linked notes in an aggregate amount of $434.0 million to eligible third-party capital markets investors in an unregistered private offering. Although there is no recourse to Radian Guaranty by the holders of the mortgage insurance-linked notes, reinsurance does not relieve us of our obligations to our policyholders. In the event the VIE is unable to meet its obligations to us, 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) have become worthless and the VIE 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 $434.0 million aggregate excess-of-loss reinsurance coverage amount. In the same scenario, the related embedded derivative of $1.7 million, currently recorded in other assets, would no longer have value.
Eagle Re 2018-1 represents our only VIE as of March 31, 2019. The following table presents the total assets of Eagle Re 2018-1 as well as Radian Guaranty’s maximum exposure to loss associated with Eagle Re 2018-1, as of the dates indicated.
  At March 31, 2019
    Maximum Exposure to Loss
(In thousands) 
Total VIE Assets (1)
 On - Balance Sheet 
Off - Balance Sheet (2)
 Total
Eagle Re 2018-1 $434,034
 $1,683
(3)$434,034
 435,717
Total $434,034
 $1,683
 $434,034
 435,717
         
  At December 31, 2018
    Maximum Exposure to Loss
(In thousands) 
Total VIE Assets (1)
 On - Balance Sheet 
Off - Balance Sheet (2)
 Total
Eagle Re 2018-1 $434,034
 $1,114
(3)$434,034
 435,148
Total $434,034
 $1,114
 $434,034
 435,148
______________________
(1)Assets of Eagle Re 2018-1 are required to be invested in U.S. government money market funds, cash or U.S. Treasury securities. Liabilities of Eagle Re 2018-1 consist of its mortgage insurance-linked notes of $434.0 million, as described above.
(2)Represents the maximum amount that would be payable in the future by Radian Guaranty to its policyholders on claims, without the benefit of any corresponding reinsurance recoverables, in the event of the combination of two events: (i) all of the assets in the reinsurance trust (consisting of U.S. government money market funds, cash or U.S. Treasury securities) have become worthless and (ii) $660.4 million of claims have been paid on the reinsured RIF.
(3)Represents the fair value of the related embedded derivative, included in other assets in our condensed consolidated balance sheets.
There were no ceding commissions earned or ceded losses under the Excess-of-Loss Program for the three months ended March 31, 2019.
Activity Subsequent to March 31, 2019
In April 2019, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1. Eagle Re 2019-1 is a VIE and is not a subsidiary or affiliate of Radian Guaranty. This reinsurance agreement, entered into in April 2019, provides for up to $562.0 million of aggregate excess-of-loss reinsurance coverage for thea specified percentage of mortgage insurance losses on new defaults on an existing portfolio of eligible Recurring Premium Policies issued between January 1, 2018 and December 31, 2018, with an initial RIF of $10.7 billion. Eagle Re 2019-1 financed its coverage by issuing mortgage insurance-linked notes in an aggregate amount of $562.0 million to eligible third-party capital markets investors in an unregistered private offering.

The aggregate excess-of-loss reinsurance coverage for these transactions decreases over a ten-year period as the principal balances of the underlying covered mortgages decrease and as claims are paid by the applicable Eagle Re Issuer or the mortgage insurance is canceled. 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 are reached, such as if the reinsured mortgages were to experience an elevated level of delinquencies or certain credit enhancement tests were not maintained. Radian Guaranty has rights to terminate the reinsurance agreements upon the occurrence of certain events.

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TableThe Eagle Re Issuers are not subsidiaries or affiliates of Contents
Glossary
Radian Group Inc.
Guaranty. Based on the accounting guidance that addresses VIEs, we have not consolidated any of the Eagle Re Issuers in our consolidated 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 Unaudited Condensed Consolidated Financial Statements (Continued)in our 2018 Form 10-K for more information on our accounting treatment of VIEs.


The Eagle Re Issuers represent our only VIEs as of June 30, 2019. The following table presents the total assets of the Eagle Re Issuers as well as Radian Guaranty’s maximum exposure to loss associated with each Eagle Re Issuer, as of the dates indicated.

  At June 30, 2019
    Maximum Exposure to Loss
(In thousands) 
Total VIE Assets (1)
 On - Balance Sheet 
Off - Balance Sheet (2)
 Total
Eagle Re 2018-1 $434,034
 $557
(3)$434,034
 $434,591
Eagle Re 2019-1 562,036
 410
(3)562,036
 562,446
Total $996,070
 $967
 $996,070
 $997,037
         
  At December 31, 2018
    Maximum Exposure to Loss
(In thousands) 
Total VIE Assets (1)
 On - Balance Sheet 
Off - Balance Sheet (2)
 Total
Eagle Re 2018-1 $434,034
 $1,114
(3)$434,034
 $435,148
Total $434,034
 $1,114
 $434,034
 $435,148
______________________
(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, described above.
(2)Represents Radian Guaranty’s maximum exposure to loss in the event the VIE is unable to meet its obligations to us and 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) were to lose their value and the VIE 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.
(3)Represents the fair value of the related embedded derivative, included in other assets in our condensed consolidated balance sheets.
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


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Radian Group Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



liable for any defaulted amounts. However, in all of our reinsurance transactions, the reinsurers have established a trust to help secure our potential cash recoveries. In addition, for the Single Premium QSR Program, Radian Guaranty holds amounts received from ceded premiums written to collateralize the reinsurers’ obligations, which isare 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.
Other
In our title insurance business, we also use reinsurance as part of our risk distribution strategy. EnTitle Insurance’s reinsurance agreement with a third-party reinsurer provides for coverage of 100% of losses in excess of $1.0 million ultimate net loss on a per claim basis, subject to certain aggregate limits. For the three months ended March 31, 2019 and the year ended December 31, 2018, the effect of this agreement was immaterial to our results of operations. In addition, on March 27, 2018, EnTitle Insurance entered into a loss portfolio transfer reinsurance transaction in which all policies issued by EnTitle Insurance and outstanding at the time, subject to certain limitations, became reinsured by a third party.
See Note 8 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for more information about our reinsurance transactions.
8. Other Assets
The following table shows the components of other assets as of the dates indicated:
(In thousands) March 31,
2019
 December 31,
2018
June 30,
2019
 December 31,
2018
Company-owned life insurance$85,729
 $83,377
$101,988
 $83,377
Right-of-use assets (1)
47,150
 
Internal-use software (2)
46,611
 51,367
Prepaid federal income taxes (Note 9)55,000
 
Internal-use software (1)
53,631
 51,367
Right-of-use assets (2)
44,844
 
Property and equipment (3)
39,530
 37,090
35,742
 37,090
Accrued investment income33,275
 34,878
32,119
 34,878
Loaned securities (Note 5)29,064
 27,860
Unbilled receivables22,967
 19,917
21,725
 19,917
Loaned securities (Note 5)22,606
 27,860
Deferred policy acquisition costs17,594
 17,311
18,546
 17,311
Reinsurance recoverables15,401
 14,402
16,841
 14,402
Current federal income tax receivable (4)

 44,506

 44,506
Other42,815
 36,992
20,736
 36,992
Total other assets$373,678
 $367,700
$430,236
 $367,700
______________________
(1)Internal-use software, at cost, has been reduced by accumulated amortization of $66.6 million and $60.3 million at June 30, 2019 and December 31, 2018, respectively, as well as $3.8 million of impairment charges in the six months ended June 30, 2019, and $5.1 million of impairment charges in 2018. Amortization expense was $3.4 million and $2.9 million for the three-month periods ended June 30, 2019 and 2018, respectively, and $6.5 million and $5.7 million for the six-month periods ended June 30, 2019 and 2018, respectively.
(2)Represents right-of-use assets recognized as a result of our adoption, as of January 1, 2019, of the new accounting and disclosure requirements for leases of property, plant and equipment. See Note 1 for additional information. Right-of-use assets are shown less accumulated amortization of $2.3$4.6 million at March 31,June 30, 2019.
(2)Internal-use software, at cost, has been reduced by accumulated amortization of $63.7 million and $60.3 million at March 31, 2019 and December 31, 2018, respectively, as well as $3.8 million of impairment charges in the three months ended March 31, 2019, and $5.1 million of impairment charges in 2018. Amortization expense was $3.1 million and $2.8 million for the three-month periods ended March 31, 2019 and 2018, respectively.
(3)Property and equipment at cost, less accumulated depreciation of $64.5$66.2 million and $62.9 million at March 31,June 30, 2019 and December 31, 2018, respectively. Depreciation expense was $2.1 million and $1.9 million for both the three-month periods ended March 31,June 30, 2019 and 2018, and $4.0 million and $3.8 million for the six-month periods ended June 30, 2019 and 2018, respectively.
(4)During the threesix months ended March 31,June 30, 2019, current federal income tax receivable was reduced by our receipt of the remaining $57.2 million refund from amounts on deposit with the IRS related to the settlement of the IRS Matter.


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Glossary
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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



9. Income Taxes
As of March 31, 2019, we have $2.1 million of federal NOL carryforwards. These NOL carryforwards relate to our March 2018 acquisition of EnTitle Direct and are subject to limitation under IRC Section 382. To the extent not utilized, the NOL carryforwards will expire by tax year 2038.
Certain entities within our consolidated group have generated deferred tax assets of approximately $67.7$63.6 million, relating primarily to state and local NOL carryforwards, which, if unutilized, will expire during various future tax periods. We are required to establish a valuation allowance against our deferred tax assets when it is more likely than not that all or some portion of our deferred tax assets will not be realized. At each balance sheet date, we assess our need for a valuation allowance and this assessment is based on all available evidence, both positive and negative. This requires management to exercise judgment and make assumptions regarding whether our deferred tax assets will be realized in future periods. We have determined that certain non-insurance entities within Radian may continue to generate taxable losses on a separate company basis in the near term and may not be able to fully utilize certain of their state and local NOLs on their state and local tax returns. Therefore,


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



with respect to deferred tax assets relating to these state and local NOLs and other state timing adjustments, we retained a valuation allowance of $64.4$62.0 million at March 31,June 30, 2019.
In July 2018, we finalized a settlement with the IRS related to adjustments we had been contesting that resulted from the examination of our 2000 through 2007 consolidated federal income tax returns. The IRS was opposing the recognition of certain tax losses and deductions that were generated through our investment in a portfolio of non-economic REMIC residual interests and proposed denying the associated tax benefits of these items. During 2018, under the terms of the settlement, Radian utilized its qualified deposits with the U.S. Treasury to settle its $31.0 million obligation to the IRS, and during the first quarter of 2019, the IRS refunded to Radian the remaining $57.2 million that was previously on deposit. See Note 8 for additional information about this refund.
As a mortgage guaranty insurer, we are eligible for a tax deduction, subject to certain limitations, under IRC 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 we purchase non-interest bearing U.S. Mortgage Guaranty Tax and Loss Bonds (“T&L Bonds”) issued by the U.S. Treasury in an amount equal to the tax benefit derived from deducting any portion of our statutory contingency reserves. As of March 31,June 30, 2019, we held no T&L Bonds. However, we do anticipate purchasing$55.0 million of T&L Bonds, onincluded in other assets in our condensed consolidated balance sheets, resulting in the recognition of a routine basis during the coming quarters.deferred tax liability and a decrease in our net deferred tax asset.
For additional information on our income taxes, including our accounting policies, see Notes 2 and 10 of Notes to Consolidated Financial Statements in our 2018 Form 10-K.
10. Losses and Loss Adjustment Expense
Our reserve for losses and LAE, at the end of each period indicated, consisted of:
(In thousands)March 31,
2019
 December 31,
2018
June 30,
2019
 December 31,
2018
Mortgage insurance loss reserves$385,361
 $397,891
$401,294
 $397,891
Services loss reserves (1)
3,423
 3,470
3,984
 3,470
Total reserve for losses and LAE$388,784
 $401,361
$405,278
 $401,361
______________________
(1)A majority of this amount is subject to reinsurance, with the related reinsurance recoverables reported in other assets in our condensed consolidated balance sheet,sheets, and relates to EnTitleRadian Title Insurance. For all periods presented, total incurred losses and paid claims for Radian Title Insurance were not material. See Note 78 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information about our use of reinsurance in our title insurance business.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



The following table shows our mortgage insurance reserve for losses and LAE by category at the end of each period indicated:
(In thousands)March 31,
2019
 December 31,
2018
Reserve for losses by category (1):
   
Prime$240,489
 $242,135
Alt-A and A minus and below111,955
 119,553
IBNR and other13,008
 13,864
LAE8,994
 10,271
Total primary reserves374,446
 385,823
Total pool reserves10,621
 11,640
Total First-lien reserves385,067
 397,463
Other (2) 
294
 428
Total reserve for losses$385,361
 $397,891
______________________
(1)Includes ceded losses on reinsurance transactions, which are expected to be recovered and are included in the reinsurance recoverables reported in other assets in our condensed consolidated balance sheets. See Note 8.
(2)Does not include our second-lien premium deficiency reserve that is included in other liabilities.
The following table presents information relating to our mortgage insurance reserve for losses, including our IBNR reserve and LAE, but excluding our second-lien mortgage loan premium deficiency reserve, for the periods indicated:
Three Months Ended
March 31,
Six Months Ended
June 30,
(In thousands)2019 20182019 2018
Balance at beginning of period$397,891
 $507,588
$397,891
 $507,588
Less: Reinsurance recoverables (1)
11,009
 8,350
11,009
 8,350
Balance at beginning of period, net of reinsurance recoverables386,882
 499,238
386,882
 499,238
Add: Losses and LAE incurred in respect of default notices reported and unreported in:      
Current year (2)
38,922
 36,516
73,494
 67,286
Prior years(18,173) 391
(5,617) (11,311)
Total incurred20,749
 36,907
67,877
 55,975
Deduct: Paid claims and LAE related to:      
Current year (2)
295
 226
507
 1,091
Prior years34,294
 59,700
66,510
 115,369
Total paid34,589
 59,926
67,017
 116,460
Balance at end of period, net of reinsurance recoverables373,042
 476,219
387,742
 438,753
Add: Reinsurance recoverables (1)
12,319
 8,973
13,552
 9,341
Balance at end of period$385,361
 $485,192
$401,294
 $448,094
______________________
(1)Related to ceded losses recoverable, if any, on reinsurance transactions. See Note 7 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.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



Reserve Activity
First Quarter 2019 Activity
Our mortgage insurance loss reserves at March 31, 2019 declined as compared to December 31, 2018, primarily as a result of the amount of paid claims and the favorable reserve development on prior year defaults exceeding losses incurred related to new default notices reported in the current year. Reserves established for new default notices were the primary driver of our total incurred losses for the threesix months ended March 31,June 30, 2019, and they were primarily impacted by 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, which was 8.0% as of MarchJune 30, 2019. Our provision for losses during the first six months of 2019 was positively impacted by favorable reserve development on prior year defaults. This favorable development was primarily driven by a reduction during the period in certain Default to Claim Rate assumptions for these prior year defaults compared to the assumptions used at December 31, 2018, partially offset by a $19.4 million increase in our IBNR reserve estimate in the three months ended June 30, 2019. This assumed rate reflects seasonal patternsThe increase in our IBNR reserve


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



estimate is related to previously disclosed legal proceedings involving challenges from certain servicers regarding our Loss Mitigation Activities, which challenges may result in the reversal of certain decisions regarding prior Rescissions, Claim Denials or Claim Curtailments. See Note 12 for additional information.
Total claims paid decreased for the six months ended June 30, 2019, compared to the same period in 2018. The decrease in claims paid is consistent with the ongoing decline in the outstanding default inventory.
2018 Activity
Our mortgage insurance loss reserves at June 30, 2018 declined as wellcompared to December 31, 2017, primarily as a continuationresult of improvement in cure rates. Historically,the amount of paid claims outpacing losses incurred related to new defaultsdefault notices reported in the first quarter have cured at higher rates than subsequent quarters, and we considered this pattern in developingcurrent year. Reserves established for new default notices were the estimateprimary driver of our total incurred loss for the quarter.six months ended June 30, 2018, and they were primarily impacted by 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, which was 9.0% as of June 30, 2018. The provision for losses during the first threesix months of 20192018 was positively impacted by favorable reserve development on prior year defaults, which was primarily driven by a reduction during the period in certain Default to Claim Rate assumptions for these prior year defaults compared to the assumptions used at December 31, 2018.2017. The reductions in Default to Claim Rate assumptions resulted from observed trends, primarily higher Cures than were previously estimated.
Total claims paid decreased for the three months ended March 31, 2019, compared to the same period in 2018. The decrease in claims paid is consistent with the ongoing decline in the outstanding default inventory.
First Quarter 2018 Activity
Our loss reserves at March 31, 2018 declined as compared to December 31, 2017, primarily as a result of the amount of paid claims continuing to outpace losses incurred related to new default notices reported in the current year. Reserves established for new default notices were the primary driver of our total incurred loss for the three months ended March 31, 2018, and they were primarily impacted by 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, which, except as discussed below for FEMA Designated Areas associated with Hurricanes Harvey and Irma, was 9.5% as of March 31, 2018. This assumed rate reflects seasonal patterns as well as a continuation of a general improvement in cure rates. The net effect of changes in reserve estimates for defaults reported in prior years was not material for the three months ended March 31, 2018.
We had assigned a 3% Default to Claim Rate assumption to the new primary defaults from FEMA Designated Areas associated with Hurricanes Harvey and Irma that were reported subsequent to those two natural disasters and through February 2018. While we observed an increase in new primary defaults from FEMA Designated Areas associated with Hurricanes Harvey and Irma, most of them cured by the end of 2018, as expected, and at higher cure rates than the rates of our general population of defaults. These incremental defaults did not have a material impact on our provision for losses as of March 31, 2018.
Mortgage Insurance Reserve Assumptions
Default to Claim Rate
Our aggregate weighted-average net Default to Claim Rate assumption (net of Claim Denials and Rescissions) used in estimating our primary reserve for losses was 33% at both March 31,June 30, 2019 and December 31, 2018. As of March 31,June 30, 2019 our gross Default to Claim Rate assumptions on our primary portfolio ranged from 8.0% for new defaults, up to 68% for defaults not in foreclosure stage, and 72% for Foreclosure Stage Defaults. Our DefaultSee Notes 2 and 11 of Notes to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans grouped according to the period in which the default occurred, as measured by the progress toward foreclosure sale and the number of months in default. Our estimate of expected Rescissions and Claim Denials (net of expected Reinstatements) embeddedConsolidated Financial Statements in our estimated Default to Claim Rate is generally based on2018 Form 10-K for additional information about our recent experience. Consideration is also given to any differences in characteristics between those rescinded policiesmortgage insurance reserve assumptions and denied claimsLoss Mitigation Activities.
11. Borrowings and the loans remaining in our defaulted inventory.Financing Activities
Loss Mitigation
As our insurance written in years prior to and including 2008 has become a smaller percentageThe carrying value of our overall insured portfolio, a reduced amount of Loss Mitigation Activity has occurred with respect to the claims we receive, and we expect this general trend to continue. As a result, our future Loss Mitigation Activity is not expected to mitigate our paid losses significantly. Our estimate, with respect to future Rescissions, Claim Denials and Claim Curtailments, inclusive of claim withdrawals, reduced our loss reserve as of March 31,debt at June 30, 2019 and December 31, 2018 by was as follows:
(In thousands) June 30,
2019
 December 31,
2018
Senior notes:   
5.500% Senior Notes due 2019$
 $158,324
5.250% Senior Notes due 202026,852
 232,729
7.000% Senior Notes due 202169,857
 195,867
4.500% Senior Notes due 2024443,931
 443,428
4.875% Senior Notes due 2027442,250
 
Total senior notes$982,890
 $1,030,348
    
FHLB advances:   
FHLB advances due 2019$72,400
 $60,550
FHLB advances due 20202,991
 2,991
FHLB advances due 202114,000
 8,000
FHLB advances due 20226,000
 
FHLB advances due 20238,995
 8,995
FHLB advances due 20241,996
 1,996
Total FHLB advances$106,382
 $82,532
$32 million.
Our reported Rescission, Claim DenialRepayment and Claim Curtailment activityExtinguishment of Debt
Repayment of Senior Notes due 2019
In accordance with the terms of the notes under the related indenture, we retired the remaining aggregate principal amount of $158.6 million of outstanding Senior Notes due 2019 upon their maturity in June 2019.
Repurchases of Senior Notes due 2020 and 2021
During the second quarter of 2019, pursuant to cash tender offers to purchase any given period is subjectand all of our outstanding Senior Notes due 2020 and 2021, we purchased aggregate principal amounts of $207.2 million and $127.3 million of our Senior Notes due 2020 and 2021, respectively. We funded the purchases with $351.8 million in cash (which includes accrued and unpaid interest due on the purchased notes). These purchases resulted in a loss on extinguishment of debt of $16.8 million. Following these purchases, the remaining principal amount outstanding on the Senior Notes due 2020 and 2021 at June 30, 2019 was $27.0 million and $70.4 million, respectively.
On June 20, 2019, Radian Group announced its intention to challenge by our lenderredeem, and servicer customers. We expect that a portionon July 25, 2019, it redeemed the remaining $27.0 million of previous Rescissions will be reinstated and previous Claim Denialsaggregate principal amount of Senior Notes due 2020, in accordance with the terms of the related indenture. The aggregate redemption amount paid was $27.8 million, which includes accrued interest through the redemption date.


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Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



willSenior Notes due 2027
In June 2019, we issued $450 million aggregate principal amount of Senior Notes due 2027 and received net
proceeds of $442.2 million. These notes mature on March 15, 2027 and bear interest at a rate of 4.875% per annum, payable semi-annually on March 15 and September 15 of each year, with interest payments commencing on March 15, 2020.
We have the option to redeem these notes, in whole or in part, at any time, or from time to time, prior to September 15, 2026 (the date that is six months prior to the maturity date of the notes) (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the notes to be resubmitted withredeemed and (ii) the required documentationmake-whole amount, which is the sum of the present values of the remaining scheduled payments of principal and ultimately paid; therefore,interest in respect of the notes to be redeemed from the redemption date to the Par Call Date discounted to the redemption date at the applicable treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. At any time on or after the Par Call Date, we have incorporated this expectation intomay, at our IBNR reserve estimate. Our IBNR reserve estimateoption, redeem the notes in whole or in part, at a redemption price equal to 100% of $10.4 millionthe aggregate principal amount of the notes to be redeemed, plus accrued and $11.3 million at March 31, 2019 and December 31, 2018, respectively, includes reserves for this activity.
11. Senior Notesunpaid interest thereon to, but excluding, the redemption date.
The carrying valueindenture governing the Senior Notes due 2027 contains covenants customary for securities of our senior notes at March 31, 2019 and December 31, 2018 was as follows:
(In thousands)  March 31,
2019
 December 31,
2018
5.500%Senior Notes due 2019$158,502
 $158,324
5.250%Senior Notes due 2020232,961
 232,729
7.000%Senior Notes due 2021196,056
 195,867
4.500%Senior Notes due 2024443,678
 443,428
 Total Senior Notes$1,031,197
 $1,030,348

12. Other Liabilities
The following table showsthis nature, including covenants related to the components of other liabilities aspayments of the dates indicated:notes, reports to be provided, compliance certificates to be issued and the ability to modify the covenants. Additionally, the indenture includes covenants restricting us from encumbering the capital stock of a designated subsidiary (as defined in the indenture for the notes) or disposing of any capital stock of any designated subsidiary unless either all of the stock is disposed of or we retain more than 80% of the stock.
(In thousands) March 31,
2019
 December 31,
2018
FHLB advances$108,532
 $82,532
Deferred ceding commission88,110
 91,400
Lease liability70,927
 
Payable for securities (1) 
35,981
 7,949
Current federal income taxes25,245
 
Accrued compensation19,112
 61,452
Amount payable on the return of cash collateral under securities lending agreements (2) 
6,233
 11,699
Other65,330
 78,627
Total other liabilities$419,470
 $333,659

______________________
(1)Represents the payable for purchases of securities that have not yet settled as of the balance sheet date.
(2)Amounts payable on the return of cash collateral under securities lending agreements are classified as other liabilities in our condensed consolidated balance sheets. See Note 5 for additional information.
FHLB Advances
As of March 31, 2019, Radian Guaranty and Radian Reinsurance had $108.5 million of fixed-rate advances outstanding with a weighted average interest rate of 2.77%. InterestPrincipal on the FHLB advances is payable quarterly, or at maturity if the term of the advance is less than 90 days. As of March 31, 2019, $86.5 million of the FHLB advances mature in 2019, $3.0 million mature in 2020, $8.0 million mature in 2021, $9.0 million mature in 2023, and $2.0 million mature in 2024 and thereafter. Principal is due at maturity. For obligations with original maturities greater than or equal to 90 days, we may prepay the debt at any time, subject to a prepayment fee calculation. See Note 13 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information about our FHLB advances.
Lease Liability
Our lease liability represents the present value of future lease payments over the lease term. Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate, on a collateralized basis, to discount the lease payments based on information available at lease commencement. Our leases expire periodically through August 2032, and contain provisions for scheduled periodic rent increases. We estimate the incremental borrowing rate based on the yields of several Radian Group corporate bonds, as adjusted to reflect a collateralized borrowing rate, which mature periodically through 2024. While the majority of our lease population expires within one year of one of the corporate bonds,


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our more significant leases expire more than one year beyond 2024. For those leases, we adjust the corporate bond rate for both U.S. Treasury rate yields and a corporate spread adjustment determined from recent market data, resulting in discount rates ranging from 4.22% to 7.08%.
The following tables provide additional information related to our leases, including: (i) the components of our total lease cost; (ii) the cash flows arising from our lease transactions; (iii) supplemental balance sheet information; (iv) the weighted-average remaining lease term; (v) the weighted-average discount rate used for our leases; and (vi) the remaining maturities of our lease liabilities, as of and for the periods indicated:
($ in thousands) Three Months Ended March 31, 2019
Lease cost 
Operating lease cost$2,319
Short-term lease cost23
Total lease cost$2,342
  
Cash paid for amounts included in the measurement of lease liabilities: 
Operating cash flows from operating leases$(2,637)
  

($ in thousands) March 31, 2019
Operating leases: 
Operating lease right-of-use assets (1) 
$47,150
Operating lease liabilities (2) 
70,927
  
Weighted-average remaining lease term - operating leases (in years)10.4 years
  
Weighted-average discount rate - operating leases6.75%
  
Remaining maturities of lease liabilities for the remainder of 2019 and thereafter is as follows: 
2019$7,873
202010,428
20219,964
202210,136
202310,275
2024 and thereafter56,542
Total lease payments105,218
Less: Imputed interest(34,291)
Present value of lease liabilities (2) 
$70,927
______________________
(1)Classified in other assets in our condensed consolidated balance sheets. See Note 8.
(2)Classified in other liabilities in our condensed consolidated balance sheets.


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Pursuant to the previous lease accounting standard, rent expense for the three months ended March 31, 2018 was $1.2 million. Our commitment for non-cancelable leases in future years as of December 31, 2018 was as follows (in thousands):
2019$11,310
202010,847
202110,165
202210,100
202310,251
2024 and thereafter56,317
Total$108,990

At December 31, 2018, there were no future minimum receipts expected from sublease rental payments.
Revolving Credit Facility
On October 16, 2017, Radian Group entered intohas in place a three-year, $225$267.5 million unsecured revolving credit facility with a syndicate of bank lenders. Termslenders, which is scheduled to expire on October 16, 2020. At June 30, 2019, Radian Group was in compliance with all of the credit facility include an accordion feature that allows Radian Group, at its option, to increase the total borrowing capacity during the term of the agreement, subject tocovenants, and there were no amounts outstanding. For more information regarding our obtaining the necessary increased commitments from lenders (which may include then existing or other lenders), up to a total of $300 million. Effective October 26, 2018, Radian Group exercised its rights under the accordion feature to add another global bank to the existing syndicate of bank lenders and to increase the amount of total commitments under the credit facility by $42.5 million, bringing the aggregate unsecured revolving credit facility, to $267.5 million.
Subject toincluding certain limitations, borrowings under the credit facility may be used for working capital and general corporate purposes, including capital contributions to Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives. The credit facility contains customary representations, warranties, covenants,of its terms and conditions. Our ability to borrow under the credit facility is conditioned on the satisfaction of certain financial and other covenants, including covenants related to minimum net worth and statutory surplus, a maximum debt-to-capitalization level, limits on certain types of indebtedness and liens, minimum liquidity levels and Radian Guaranty’s eligibility as a private mortgage insurer with the GSEs. Seesee Note 13 of Notes to Consolidated Financial Statements in our 2018 Form 10-K. At March 31, 2019, Radian Group was in compliance with all the covenants and there were no amounts outstanding under this revolving credit facility.
13.12. Commitments and Contingencies
We are routinely involved in a number of legal actions and proceedings, including litigation and other disputes arising in the ordinary course of our business. The legal and regulatory matters discussed below and in our 2018 Form 10-K 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 such actions will not have a material adverse effect on our consolidated financial condition. However, theThe outcome of litigation and other legal and regulatory matters and proceedings is inherently uncertain, and it is possible that one or more of the matters currently pending or threatened could have an unanticipated adverse effect on our liquidity, financial condition or results of operations for any particular period.
On December 22, 2016, Ocwen Loan Servicing, LLC and Homeward Residential, Inc. (collectively, “Ocwen”) filed a complaint in the U.S. District Court for the Eastern District of Pennsylvania against Radian Guaranty alleging breach of contract and bad faith claims and seeking monetary damages and declaratory relief. Ocwen has also initiated similar legal proceedings against several other mortgage insurers. On December 17, 2016, Ocwen separately filed a parallel arbitration petition against Radian Guaranty before the American Arbitration Association (“AAA”) asserting substantially the same allegations (the “Arbitration”). Ocwen’s filings together listed 9,420 mortgage insurance certificates issued under multiple insurance policies, including Pool Insurance policies, as subject to the dispute. On June 5, 2017, Ocwen filed an amended complaint and an amended petition (collectively, the “Amended Filings”) with both the court and the AAA, respectively, together listing 8,870 certificates as subject to the dispute. On April 11, 2018, the parties entered into a confidential agreement with respect to all certificates subject to the dispute. The confidential agreement resolved certain categories of claims involved in the dispute and, on April 12, 2018, the parties filed a stipulation of voluntary dismissal of the federal court proceeding and the trial judge issued an Order dismissing all claims and counterclaims subject to the parties’ agreement. Radian Guaranty was not required to make any payment in connection with this confidential agreement. Pursuant to the confidential agreement, the parties: (1) dismissed the federal court proceeding; (2) narrowed the scope of the dispute to Ocwen’s breach of contract claims


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parties: (1) dismissed the federal court proceeding; (2) narrowed the scope of the dispute to Ocwen’s breach of contract claims seeking payment of insurance benefits on approximately 2,500 certificates that Ocwen was previously pursuing through the Amended Filings; and (3) agreed to resolve the remaining dispute through the Arbitration. The Arbitration is proceeding, and Radian Guaranty believes that Ocwen’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and planscontinues to defend theseagainst Ocwen’s claims vigorously. We are not able to estimate a reasonably possible loss, if any, or range of loss in this matter because of the current stage of the Arbitration.
On August 31, 2018, Nationstar Mortgage LLC d/b/a Mr. Cooper (“Nationstar”) filed a complaint in the U.S. District Court for the Eastern District of Pennsylvania against Radian Guaranty (the “Complaint”) alleging breach of contract, bad faith, unjust enrichment and conversion claims and seeking monetary damages and declaratory relief. The Complaint lists 3,014 mortgage insurance certificates issued under multiple insurance policies as subject to disputes involving insurance coverage decisions. The Complaint further lists 2,231 mortgage insurance certificates issued under multiple insurance policies as subject to disputes involving premium refund requests. Radian Guaranty believes that Nationstar’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and plans to defend against these claims vigorously. In December 2018, Radian Guaranty filed a motion to dismiss the Complaint. In March 2019, the trial judge issued an Order granting in part, and denying in part, our motion to dismiss, and dismissed Nationstar’s unjust enrichment and conversion claims. In May 2019, Radian Guaranty filed an answer, with affirmative defenses and counterclaims, in response to the Complaint. We are not able
In the second quarter of 2019, the Company increased its IBNR reserve estimate by $19.4 million related to our best estimate a reasonably possible loss, if any, or range of our probable loss in this matter becauseconnection with the above legal proceedings. While Radian believes it has substantial defenses in these matters and intends to continue to defend against these claims vigorously, it is not feasible to predict the ultimate outcome of these disputes, and the preliminary stageCompany could in the future be required to pay amounts as a result of the litigation.settlements or decisions in these matters, potentially in excess of accruals.
We also are periodically subject to reviews and audits, as well as inquiries, information-gathering requests and investigations. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business.
Our Master Policies establish the timeline within which any suit or action arising from any right of an insured under the policy generally must be commenced. In general, any suit or action arising from any right of an insured under the policy must be commenced within two years after such right first arose for primary insurance and within three years for certain other policies, including certain Pool Insurance policies. Although we believe that our Loss Mitigation Activities are justified under our policies, from time to time we face challenges from certain lender and servicer customers regarding our Loss Mitigation Activities, which have resulted in some reversals of our decisions regarding Rescissions, Claim Denials or Claim Curtailments. We are currently in discussions with these customers regarding our Loss Mitigation Activities and claim payment practices, which if not resolved,Activities. These challenges could result in additional arbitration or judicial proceedings and we may need to reassume the risk on, and increase loss reserves for, the associated policies or pay additional claims. See Note 10 for additional information.
Lease Liability
Our lease liability represents the present value of future lease payments over the lease term. Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate, on a collateralized basis, to discount the lease payments based on information available at lease commencement. Our leases expire periodically through August 2032, and contain provisions for scheduled periodic rent increases. We estimate the incremental borrowing rate based on the yields of Radian Group corporate bonds, as adjusted to reflect a collateralized borrowing rate. While the majority of our lease population expires within one year of one of the Radian Group corporate bonds, our more significant leases do not. For those leases, we adjust the corporate bond rate for both U.S. Treasury rate yields and a corporate spread adjustment determined from recent market data, resulting in discount rates ranging from 4.22% to 7.08%.


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The following tables provide additional information related to our leases, including: (i) the components of our total lease cost; (ii) the cash flows arising from our lease transactions; (iii) supplemental balance sheet information; (iv) the weighted-average remaining lease term; (v) the weighted-average discount rate used for our leases; and (vi) the remaining maturities of our lease liabilities, as of and for the periods indicated:
($ in thousands) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
Lease cost   
Operating lease cost$2,347
 $4,666
Short-term lease cost52
 75
Total lease cost$2,399
 $4,741
    
Cash paid for amounts included in the measurement of lease liabilities:   
Operating cash flows from operating leases$(2,639) $(5,276)
    

($ in thousands) June 30, 2019
Operating leases: 
Operating lease right-of-use assets (1) 
$44,844
Operating lease liabilities (2) 
68,359
  
Weighted-average remaining lease term - operating leases (in years)10.22 years
  
Weighted-average discount rate - operating leases6.76%
  
Remaining maturities of lease liabilities for the remainder of 2019 and thereafter is as follows: 
2019$5,234
202010,424
20219,961
202210,136
202310,275
2024 and thereafter56,542
Total lease payments102,572
Less: Imputed interest(34,213)
Present value of lease liabilities (2) 
$68,359
______________________
(1)Classified in other assets in our condensed consolidated balance sheets. See Note 8.
(2)Classified in other liabilities in our condensed consolidated balance sheets.
Pursuant to the previous lease accounting standard, rent expense for the three and six months ended June 30, 2018 was $2.2 million and $4.3 million, respectively. Our commitment for non-cancelable leases in future years as of December 31, 2018 was as follows (in thousands):
2019$11,310
202010,847
202110,165
202210,100
202310,251
2024 and thereafter56,317
Total$108,990



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At December 31, 2018, there were no future minimum receipts expected from sublease rental payments.
See Note 1 herein for additional information about our leases and Note 14 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for further information regarding our commitments and contingencies and our accounting policies for contingencies.
14.13. Capital Stock
Share Repurchase Program
On August 16, 2018, Radian Group’s board of directors approved a share repurchase program that authorized the Company to repurchase up to $100 million of its common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. On March 20, 2019, Radian Group’s board of directors approved a $150 million increase in authorization for this program, bringing the total authorization to repurchase shares up to $250 million, excluding commissions. Radian operatesoperated this program pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which permitspermitted the company to purchase shares, at pre-determined price targets, when it may have otherwise bebeen precluded from doing so. During the three and six months ended March 31,June 30, 2019, the Company purchased 1,546,6747,470,332 and 9,017,006 shares, respectively, at an average price of $20.54$22.20 and $21.92 per share, respectively, including commissions. As of March 31,June 30, 2019, purchase authority of up to $218.2$52.5 million remained available under this program, which expires onprogram. In July 31, 2020.
Subsequent to March 31, 2019, the Company purchased 4,131,329completed the repurchase authorization under this share repurchase program by purchasing an additional 2,241,568 shares of its common stock under its share repurchase program at an average price of $21.94$23.43 per share, including commissions. AsOver the course of May 6, 2019, purchase authoritythis program, the Company repurchased a total of up to a maximum11,258,574 shares, or 5.3% of $127.7 million remained available under thisthe shares outstanding at the beginning of the program.
Other Purchases
We may purchase shares on the open market to settle stock options exercised by employees and purchases under our Employee Stock Purchase Plan. In addition, upon the vesting of certain restricted stock awards under our equity compensation plans, we may withhold from such vested awards shares of our common stock to satisfy the tax liability of the award recipients.
Dividends Paid
During the first and second quarters of 2019 and each of the quarters in 2018, we declared quarterly cash dividends on our common stock equal to $0.0025 per share.


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Dividends Paid
In each of the quarters during 2019 and 2018, we declared quarterly cash dividends on our common stock equal to $0.0025 per share.
15.14. Accumulated Other Comprehensive Income (Loss)
The following table shows the rollforward of accumulated other comprehensive income (loss) as of the periods indicated:
Three Months Ended March 31, 2019Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
(In thousands)Before Tax Tax Effect Net of TaxBefore Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Balance at beginning of period$(77,114) $(16,194) $(60,920)$22,144
 $4,650
 $17,494
 $(77,114) $(16,194) $(60,920)
Other comprehensive income (loss):                
Unrealized gains (losses) on investments:         
      
Unrealized holding gains (losses) arising during the period98,763
 20,740
 78,023
91,140
 19,140
 72,000
 189,903
 39,880
 150,023
Less: Reclassification adjustment for net gains (losses) included in net income (1)
(495) (104) (391)1,303
 274
 1,029
 808
 170
 638
Net unrealized gains (losses) on investments99,258
 20,844
 78,414
89,837
 18,866
 70,971
 189,095
 39,710
 149,385
Unrealized foreign currency translation adjustments(4) (1) (3) (4) (1) (3)
Other comprehensive income (loss)99,258
 20,844
 78,414
89,833
 18,865
 70,968
 189,091
 39,709
 149,382
Balance at end of period$22,144
 $4,650
 $17,494
$111,977
 $23,515
 $88,462
 $111,977
 $23,515
 $88,462
                
Three Months Ended March 31, 2018Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
(In thousands)Before Tax Tax Effect Net of TaxBefore Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Balance at beginning of period$32,669
 $9,584
 $23,085
$(39,842) $(8,367) $(31,475) $32,669
 $9,584
 $23,085
Cumulative effect of adopting the accounting standard update for financial instruments284
 60
 224
Cumulative effect of adopting the accounting standard update for the reclassification of certain tax effects
 (2,724) 2,724
Cumulative effect of adopting accounting standard updates
 
 
 284
 (2,664) 2,948
Balance adjusted for cumulative effect of adopting accounting standard updates32,953
 6,920
 26,033
(39,842) (8,367) (31,475) 32,953
 6,920
 26,033
Other comprehensive income (loss):                
Unrealized gains (losses) on investments:                
Unrealized holding gains (losses) arising during the period(76,763) (16,120) (60,643)(35,194) (7,390) (27,804) (111,957) (23,510) (88,447)
Less: Reclassification adjustment for net gains (losses) included in net income (1)
(3,964) (832) (3,132)(1,691) (355) (1,336) (5,655) (1,187) (4,468)
Net unrealized gains (losses) on investments(72,799) (15,288) (57,511)(33,503) (7,035) (26,468) (106,302) (22,323) (83,979)
Unrealized foreign currency translation adjustments4
 1
 3

 
 
 4
 1
 3
Other comprehensive income (loss)(72,795) (15,287) (57,508)(33,503) (7,035) (26,468) (106,298) (22,322) (83,976)
Balance at end of period$(39,842) $(8,367) $(31,475)$(73,345) $(15,402) $(57,943) $(73,345) $(15,402) $(57,943)

______________________
(1)Included in net gains (losses) on investments and other financial instruments on our condensed consolidated statements of operations.
16.15. Statutory Information
We prepare our statutory financial statements in accordance with the accounting practices required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries. Required SAPP are established by a variety of NAIC publications, as well as state laws, regulations and general administrative rules. In addition, insurance departments have the right to permit other specific practices that may deviate from prescribed practices. As of March 31, 2019, we did not have any prescribed or permitted statutory accounting practices for our mortgage insurance subsidiaries that resulted in reported statutory surplus or risk-based capital being different from what would have been reported had NAIC statutory accounting practices been followed.


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State insurance regulations include various capital requirements and dividend restrictions based on our insurance subsidiaries’ statutory financial position and results of operations, as described below. Our failure to maintain adequate levels of capital could lead to intervention by the various insurance regulatory authorities, which could materially and adversely affect our business, business prospects and financial condition. As of March 31,June 30, 2019, the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $3.9$3.7 billion of our consolidated net assets.
Under state insurance regulations, Radian Guaranty isour mortgage insurance subsidiaries are required to maintain minimum surplus levels and,levels. In certain RBC States, mortgage insurers licensed in certainthose states must also satisfy a Statutory RBC Requirement that is a minimum ratio of statutory capital relative to the level of net RIF, or Risk-to-capital. There are 16Other RBC States that currently impose a Statutory RBC Requirement. The most common Statutory RBC Requirement is that arequire mortgage insurer’s Risk-to-capital may not exceed 25insurers licensed in those states to 1. In certain of the RBC States, a mortgage insurer must satisfy a MPP Requirement. The statutory capital requirements for the non-RBC States are de minimis (ranging from $1 million to $5 million); however, the insurance laws of these states generally grant broad supervisory powers to state agencies or officials to enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business. Unless an RBC State grants a waiver or other form of relief, if a mortgage insurer, such as Radian Guaranty,Requirement that is not in compliance with the Statutory RBC Requirement of that state, the mortgage insurer may be prohibited from writing newcalculated on both risk and surplus levels. Our mortgage insurance business in that state. Radian Guaranty’s domiciliary state, Pennsylvania, is not one of the RBC States.
Radian Guaranty wassubsidiaries were in compliance with the Statutory RBC Requirements or MPP Requirements, asto the extent applicable, in each of the RBC States as of March 31,June 30, 2019. The NAIC is
In addition, in order to be eligible to insure loans purchased by the process of developing a new Model Act forGSEs, mortgage insurers whichsuch as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. At June 30, 2019, Radian Guaranty is expected to include, among other items, new capital adequacy requirements foran approved mortgage insurers. In May 2016, a working group of state regulators released an exposure draft of this Model Act. The process for developing this framework is ongoing. While the outcome and timing of this process are uncertain, the new Model Act, if and when finalized by the NAIC, has the potential to increase capital requirements in those states that adopt the Model Act. However, we continue to believe the changes to the Model Act will not result in financial requirements that require greater capital than the level currently requiredinsurer under the PMIERs and is in compliance with the current PMIERs financial requirements. See Note 1 herein and Note 1 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information regarding the PMIERs, which set requirements for private mortgage insurers to remain approved insurers of loans purchased by the GSEs.PMIERs.
Radian Guaranty’s Risk-to-capital calculation appears in the table below. 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.
March 31,
2019
 December 31,
2018
June 30,
2019
 December 31,
2018
($ in millions)      
RIF, net (1)
$41,283.5
 $40,711.3
$42,154.0
 $40,711.3
      
Common stock and paid-in capital$1,416.0
 $1,416.0
$1,041.0
 $1,416.0
Surplus Note100.0
 100.0
100.0
 100.0
Unassigned earnings (deficit)(651.1) (701.9)(605.7) (701.9)
Statutory policyholders’ surplus864.9
 814.1
535.3
 814.1
Contingency reserve2,224.5
 2,109.9
2,351.2
 2,109.9
Statutory capital$3,089.4
 $2,924.0
$2,886.5
 $2,924.0
      
Risk-to-capital13.4:1
 13.9:114.6:1
 13.9:1
______________________
(1)Excludes risk ceded through all reinsurance programs (including with affiliates) and RIF on defaulted loans.
Radian Guaranty’s statutory capital increaseddecreased by $165.4$37.5 million in the first threesix months of 2019, primarily due to the effect of an Extraordinary Distribution paid to Radian Group, as described below, partially offset by Radian Guaranty’s statutory net income of $165.1$339.9 million during this period. The net decreaseincrease in Radian Guaranty’s Risk-to-capital in the first threesix months of 2019 was primarily due to the increasedecrease in overall statutory capital, partially offset bycombined with an increase in RIF.
The Risk-to-capital ratio for our combined mortgage insurance operations was 12.413.3 to 1 as of March 31,June 30, 2019, compared to 12.8 to 1 as of December 31, 2018.


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In April 2019, the Pennsylvania Insurance Department approved a $375 million distribution of capitalExtraordinary Distribution from Radian Guaranty to Radian Group, which was paid on April 30, 2019 in the form of cash and marketable securities. This transfer was approved by the Pennsylvania Insurance Department as an Extraordinary Distribution and will resultsecurities, resulting in a $375 million decrease in Radian Guaranty’s statutory policyholders’ surplus.
EnTitle Insurance
EnTitle Insurance’sFor a description of our statutory policyholders’ surpluscompliance with regulations for our mortgage insurance and statutory net loss were $26.1 million and $0.4 million, respectively, astitle services businesses, see Note 19 of and for the three months ended March 31, 2019.
Through EnTitle Insurance, we maintain escrow deposits as a serviceNotes to our customers. Amounts held in escrow and excluded from assets and liabilitiesConsolidated Financial Statements in our condensed consolidated balance sheets totaled $2.4 million and $4.7 million as of March 31, 2019 and December 31, 2018 respectively. These amounts were held at third-party financial institutions and not considered assets of the Company. Should one or more of the financial institutions at which escrow deposits are maintained fail, there is no guarantee that we would recover the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise. In the event of any such failure, we could be held liable for the disposition of these funds owned by third parties.Form 10-K.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following analysis ofdisclosures in this quarterly report are complementary to those made in our financial condition2018 Form 10-K and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this report, andas well as our audited financial statements, notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2018 Form 10-K, for a more complete understanding10-K.
The following analysis of our financial positioncondition and results of operations.operations for the three and six months ended June 30, 2019 provides information that evaluates our financial condition as of June 30, 2019 compared with December 31, 2018 and our results of operations for the three and six months ended June 30, 2019, 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-LookingStatements Statements—Safe Harbor Provisions” above and “Item 1A. Risk Factors” in our 2018 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.
Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations
 PAGE
Overview
We are a diversified mortgage and real estate services business with two business segments—Mortgage Insurance and Services. We operate in the highly competitive U.S. mortgage and real estate industries. Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance on residential first-lien mortgage loans, as well as 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. Our Services segment is primarily a fee-for-service business that offers a broad array of mortgage, real estate and title services to market participants across the mortgage and real estate value chain, as further detailed in “Resultschain. In both our Mortgage Insurance and Services businesses, we compete on a number of Operations—Services.” These services, comprising mortgage services, real estate servicesfactors, including price, overall service, customer relationships, perceived financial strength and title services, are provided primarily through our subsidiaries, including Clayton, Green River Capital, Radian Settlement Services and Red Bell. In 2018, we also acquired the businesses of EnTitle Direct and Independent Settlement Services, as well as the assets of Five Bridges, to enhance our Services offerings.reputation, among others.
Operating Environment
As a seller of mortgage credit protection and mortgage and credit risk management solutions, as well as a provider of mortgage, real estate and title services, our results are subject to macroeconomic conditions and other events that impact the housing finance and real estate markets, including seasonal fluctuations that specifically impact the mortgage origination environment, the credit performance of our underlying insured assets and our future business opportunities.
Recently, mortgage originations for home purchases have increased and become a larger proportion of total mortgage originations, as refinancing activity has declined due to rising interest rates. This is a positive trend for our business because mortgage insurance penetration in the insurable mortgage market is generally three to five times higher for purchase originations than for refinancings. Additionally, mortgage insurance penetration rates on purchase transactions have gradually increased over the past few years. The decline in refinance originations partially offset by a slight increase in home purchase transactions resulted in a mortgage insurance market in the first three months of 2019 comparable to the same period of 2018.
Mortgage Market Credit Characteristics. Loans originated for the private mortgage insurance market since 2008 consist primarily of high credit quality loans with significantly better credit performance than the loans originated during 2008 and prior periods. Significant contributors to the improved loan quality include the greater risk discipline of loan originators and the


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private mortgage insurance providers, the Qualified Mortgage (QM) loan requirements under the Dodd Frank Act (including the safe harbor for loans meeting GSE underwriting and product guidelines) and the loan-level criteria of the PMIERs financial requirements.
Competitive Environment. In our mortgage insurance business, our primary competitors include other private mortgage insurers and governmental agencies, principally the FHA and the VA. We currently compete with other private mortgage insurers on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength (including based on comparative credit ratings) and reputation, as well as the breadth and quality of the services offered through our Services business that complement our mortgage insurance products. We compete with the FHA and VA primarily on the basis of loan limits, pricing, credit guidelines, terms of our insurance policies and loss mitigation practices.
Pricing is highly competitive in the mortgage insurance industry, with industry participants competing for market share and customer relationships. We continually evaluate our pricing based on many factors, and our pricing strategies are designed to grow the long-term economic value of our mortgage insurance portfolio and to align with our overall strategic objectives.
The mortgage insurance industry is migrating away from a predominantly rate-card-based pricing model to one where a variety of pricing methodologies and pricing levels are being deployed with differing degrees of risk-based granularity. This shift has led to an increase in the frequency of pricing changes. Although the current pricing frameworks continue to leverage the same general risk attributes as mortgage insurance pricing historically, they incorporate more granular risk-based pricing factors.
We currently employ proprietary risk and customer analytics, as well as a digital pricing delivery platform, to deliver loan level pricing electronically to our customers. In January 2019, we broadly introduced our “black box” pricing framework, RADAR Rates, as our newest pricing option that is powered by Radian’s proprietary RADAR risk model and analyzes credit risk inputs to customize a rate quote to a borrower’s individual risk profile, loan attributes and property characteristics. Our customized pricing is tailored to the specific business needs of our customers and their risk profiles. This framework represents a continuation of our strategy to consistently apply an approach to pricing that provides a full spectrum of pricing options that are customer-centric, flexible and customizable based on a lender’s loan origination process, as well as balanced with our own objectives for managing the risk and return profile of our mortgage insurance portfolio. We expect that RADAR Rates, which leverages our proprietary risk model, will enhance our ability to continue to build a high quality mortgage insurance portfolio. Our customers are increasingly utilizing RADAR Rates; for the month of March 2019, RADAR Rates was utilized for more than half of Radian’s NIW and currently a majority of our NIW is being priced through RADAR Rates.
PMIERs. 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. The GSEs have significant discretion under the PMIERs and may amend the PMIERs at any time. On September 27, 2018, the GSEs issued revisions to the PMIERs, or PMIERs 2.0, which became effective on March 31, 2019. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements.
Services. The macroeconomic conditions, seasonality and other events that impact the housing, mortgage finance and related real estate markets also affect the demand for our mortgage, real estate and title services offered through our Services business segment. As described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting ourOur Results—Services” in our 2018 Form 10-K, revenues for our Services segment are subject to fluctuations from period to period, in part due to the combination of the transactional nature of our business and the overall activity in the housing and mortgage finance markets as well as seasonality of these markets.
Our Mortgage Insurance business continues to benefit from the improvement in market conditions since the financial crisis of 2007-2008, and from the current strength of the U.S. economy and housing finance industry. See also in“Results of Operations—Consolidated” for an overview of our 2018 Form 10-K Note 1 of Notes to Consolidated Financial Statements, “Item 1. Business—Services—Services Business Overview”financial results for the three and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Other 2018 Developments,” for additional information regarding the Services segment.six months ended June 30, 2019. During


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Business Strategy
Radian’s objectives include driving strong growth, increasing value creation and providing attractive stockholder returns. Consistent with these objectives, our business strategy, as highlighted below, is focused on growing our businesses and diversifying our revenue sources, while at the same time enhancing our operations and developing a one-company market view by integrating our product and services offerings more effectively.
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Write high-quality and profitable NIW to drive future earnings, in a manner that enhances the long-term economic value of our insured mortgage portfolio
Leverage our core competencies and increase our competitive differentiation in order to:
Grow our traditional mortgage insurance business in innovative ways
Expand our presence in the mortgage and real estate value chain beyond traditional mortgage insurance
Enhance our value to customers with increased diversification of services delivered by our integrated team
Maintain strong comprehensive enterprise risk management based on sound data and analytics
Enhance the quality, efficiency and performance of our operations and delivery of products and services
Manage our capital and financial flexibility to optimize stockholder value
Drive positive operating leverage by maintaining accretive revenue growth and effective expense management

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Our growth strategy includes leveraging our core expertise in mortgage credit risk management and expanding our presence in the mortgage finance industry, including by participating in certain Front-end and Back-end credit risk transfer programs developed by the GSEs. Our total RIF under the Front-end and Back-end credit risk transfer programs was $243.8 million at March 31, 2019 and $196.8 million at December 31, 2018. We expect to continue to participate in these and other similar programs in the future, subject to availability and our evaluation of risk-adjusted returns.
We have been focused on repositioning our Services business by implementing our restructuring plan, using the mortgage, real estate and title services we offer to complement our Mortgage Insurance business and investing in new products and services to innovate and provide integrated solutions for our clients. Our strategy is designed to satisfy demand in the market, grow our fee-based revenues, strengthen our existing customer relationships, attract new customers and differentiate us from other mortgage insurance companies.
Other 2019 Developments
Capital and Liquidity Actions. On March 20, 2019, Radian Group’s board of directors approved a $150 million increase in authorization for the Company’s existing share repurchase plan, bringing the total authorization to repurchase shares up to $250 million, excluding commissions. During the three months ended March 31, 2019, the Company purchased 1,546,674 shares at an average price of $20.54 per share, including commissions. At March 31, 2019, purchase authority of up to $218.2 million remained available under this program, which expires on July 31, 2020. Subsequent to March 31, 2019, we purchased 4,131,329 shares of its common stock under this program at an average price of $21.94 per share, including commissions. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.
In April 2019, the Pennsylvania Insurance Department approved a $375 million distribution of capital from Radian Guaranty to Radian Group, which was paid on April 30, 2019 in the form of cash and marketable securities. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of this distribution of capital.
Reinsurance. Radian’s reinsurance programs represent a component of our long-term risk distribution strategy. From time to time, we enter into reinsurance transactions as part of our strategy to optimize the amounts and types of capital and risk distribution deployed against insured risk, including by accessing both the capital and the reinsurance markets to distribute risk. We expect our risk distribution strategy to: (i) support our overall capital plans; (ii) lower our cost of capital; and (iii) reduce portfolio risk and financial volatility through economic cycles.
As part of our risk distribution strategy, in April 2019, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1. Eagle Re 2019-1 is a VIE and is not a subsidiary or affiliate of Radian Guaranty. This


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the second quarter of 2019, average mortgage rates fell to their lowest levels since 2016. As a result, mortgage origination volume, including refinance activity, has been strong in 2019. Our results for the three months ended June 30, 2019 reflect this trend, including record levels of NIW driven by higher purchase volume, as well as lower Persistency Rates resulting from increased refinance activity. See “Results of Operations—Mortgage Insurance—NIW, IIF, RIF—Net Premiums Written and Earned” for further discussion about these recent trends and the net impact on our IIF portfolio.
In the second quarter of 2019, mortgage underwriting quality remained strong and our new business was written on high credit quality loans. In addition, the performance of our existing portfolio of IIF, comprised almost entirely of high credit quality loans originated after the financial crisis, continues to benefit from the effects of positive growth in home prices and historically low levels of unemployment. These positive trends help to mitigate our volumes of new defaults, incurred losses and paid claims, and result in higher cure rates. See “Results of Operations—Mortgage Insurance” for further discussion.
During 2019, the mortgage insurance industry has continued to shift away from a predominantly rate-card-based pricing model to one where a variety of pricing methodologies and pricing levels are being deployed with differing degrees of risk-based granularity. Our newest pricing option is our “black box” pricing framework, RADAR Rates, which is powered by Radian’s proprietary RADAR risk model and analyzes credit risk inputs to customize a rate quote to a borrower’s individual risk profile, loan attributes and property characteristics. Although the current pricing frameworks continue to leverage the same general risk attributes as mortgage insurance pricing historically, they now incorporate more granular risk-based pricing factors. This shift provides a more dynamic pricing capability that has led to an increase in the frequency of pricing changes.
Our risk-based pricing strategies are designed to grow the long-term economic value of our mortgage insurance portfolio and align with our overall strategic objectives. Our approach to pricing, which utilizes more traditional pricing forms in addition to our “black box” option, RADAR Rates, is tailored to the specific business needs of our customers and their risk profiles and to achieve our targeted returns. This framework represents a continuation of our strategy to consistently apply an approach that provides a full spectrum of pricing options that are customer-centric, flexible and customizable based on a lender’s loan origination process, as well as balanced with our own objectives for managing the risk and return profile of our mortgage insurance portfolio. We expect that by leveraging our proprietary risk model, RADAR Rates will enhance our ability to continue to build a high quality mortgage insurance portfolio. Our customers are increasingly utilizing RADAR Rates, and a majority of our NIW is currently being priced through RADAR Rates.
While our estimated share of the private mortgage insurance market during the first half of 2019 has remained relatively consistent at approximately 18%-19%, the shift away from standard rate card filings to a more dynamic digital pricing delivery platform could result in increased volatility of market share within the mortgage insurance industry. In addition, more granular price competition through “black box” pricing frameworks could result in increased volatility of average premium rates for new business.
Legislative and Regulatory Developments
Our subsidiaries are subject to comprehensive regulations and other requirements. See “Item 1. Business—Regulation in our 2018 Form 10-K for a discussion of the regulations that impact our business, as well as legislative and regulatory developments affecting the housing finance industry.
PMIERs. 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. The most recent revisions to the PMIERs, or PMIERs 2.0, became effective on March 31, 2019. Radian Guaranty currently is an approved mortgage insurer under the PMIERs. See “Liquidity and Capital Resources—Mortgage Insurance” for further discussion about PMIERs.
Qualified Mortgage Requirements. As discussed in “Item 1. Business—Regulation in our 2018 Form 10-K, the Dodd-Frank Act provides that a lender must make “a reasonable, good faith determination” of each borrower’s ability to repay a loan, but may presume that a borrower will be able to repay a loan if the loan has certain characteristics that meet the QM definition. The CFPB adopted its QM definition that establishes rigorous underwriting and product feature requirements for a loan to be deemed a QM. Within those regulations, the CFPB created a special exemption for the GSEs that is generally referred to as the “QM patch” and allows any loan that meets the GSE underwriting and product guidelines to be a QM. The QM patch effectively provides QM designation for GSE eligible loans that have a debt-to-income ratio in excess of 43%, which represents a meaningful portion of the loans currently purchased by the GSEs. Without the QM patch or an alternative, loans with debt-to-income ratios above 43% would not be designated as QM unless they were insured by a federal agency such as the FHA or VA, which have each adopted their own QM definition that does not currently have a debt-to-income ratio limitation. The QM patch expires on the earlier of the end of the GSEs’ conservatorship or January 10, 2021. On July 25, 2019, the CFPB released an Advanced Notice of Proposed Rulemaking (“ANPR”) regarding the expiration of the QM patch. The ANPR specifically states


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that the CFPB intends to allow the QM patch to expire in January 2021 or after a short extension, if necessary, and requests comments on possible amendments to the CFPB’s QM definition, including potential replacements for the QM patch. The CFPB has stated that it is “committed to ensuring a smooth and orderly mortgage market” in considering these issues and any resulting transition away from the QM patch. We believe there are many viable alternatives for replacing the QM patch, which, if adopted consistently across regulatory agencies, would limit the potential impact on the housing market and mortgage insurance market resulting from the expiration of the QM patch. However, the outcome of the rulemaking process is not known and the expiration of the QM patch without a viable replacement, or other potential amendment of the CFPB’s QM definition, could adversely impact our business, financial condition and results of operations. See “Item 1. Business—Regulation” in our 2018 Form 10-K and “Item 1A. Risk Factors—Legislation and administrative and regulatory changes and interpretations could impact our businessfor further discussion regarding the definition of QM, the QM patch and the potential impact on our business.
Quarterly Highlights and Recent Company Developments
During the second quarter of 2019, we improved our debt maturity profile by completing the following transactions:
repayment at maturity of $158.6 million aggregate principal amount of our Senior Notes due 2019;
the issuance of $450 million aggregate principal amount of Senior Notes due 2027; and
tender offers resulting in the purchases of aggregate principal amounts of $207.2 million and $127.3 million of our Senior Notes due 2020 and 2021, respectively.
On July 25, 2019, Radian Group redeemed the remaining $27.0 million aggregate principal amount of Senior Notes due 2020, in accordance with the terms of the related indenture. See “Liquidity and Capital Resources—Capitalization—Holding Company” and Note 11 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information about these transactions.
As of June 30, 2019, the Company had utilized $197.5 million of its $250 million share repurchase authorization, including $165.8 million, excluding commissions, for shares repurchased during the three months ended June 30, 2019. Subsequent to June 30, 2019, we completed the repurchase authorization under this program by purchasing additional shares of our common stock totaling $52.5 million, excluding commissions. Over the course of the program, the Company repurchased 5.3% of the shares outstanding at the beginning of the program. See Note 13 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.
As part of Radian’s long-term risk distribution strategy, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1 in April 2019 that provides for up to $562.0 million of aggregate excess-of-loss reinsurance coverage for mortgage insurance losses in connection with new defaults on an existing portfolio of eligible Recurring Premium Policies issued between January 1, 2018 and December 31, 2018, with an initial RIF of $10.7 billion. Eagle Re 2019-1 financed its coverage by issuing mortgage insurance-linked notes in an aggregate amount of $562.0 million to eligible third-party capital markets investors in an unregistered private offering. This reinsurance agreement will reduce net RIF by a total of $562.0 million, and is expected to reduce the capital required to be held at Radian Guaranty by reducing the PMIERs Minimum Required Assets by the same amount.coverage. For additional information about Eagle Re 2019-1 and our other reinsurance arrangements, see Note 7 in Notes to Unaudited Condensed Consolidated Financial Statements and “Results of Operations—Mortgage Insurance—NIW, IIF, RIFRIF—Net Premiums Written and Earned.Earned.
In April 2019, the Pennsylvania Insurance Department approved a $375 million Extraordinary Distribution from Radian Guaranty to Radian Group, which was paid on April 30, 2019 in the form of cash and marketable securities. See “Liquidity and Capital Resources—Note 15 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of this distribution of capital, including the effect on Radian Group—Short-Term Liquidity NeedsCapital Support for Subsidiaries” for additional information on the PMIERs.Guaranty’s statutory capital.
Key Factors Affecting Our Results
The key factors affecting our results are discussed in our 2018 Form 10-K. There have been no material changes to these key factors.
Results of Operations—Consolidated
Three and Six Months Ended March 31,June 30, 2019 Compared to Three and Six Months Ended March 31,June 30, 2018
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-month periodsthree and six months ended March 31,June 30, 2019 and March 31,June 30, 2018 primarily reflect the financial results and performance of our two business segments—Mortgage Insurance and Services. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for information regarding the basis of our segment reporting, including the related allocations. See “Results of Operations—Mortgage Insurance” and “Results of Operations—Services” for


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the operating results of these business segments for the three and six months ended March 31,June 30, 2019, compared to the same periods in 2018.
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 2018 Form 10-K.


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The following table highlights selected information related to our consolidated results of operations for the three and six months ended March 31,June 30, 2019 and 2018:
    Change    Change     Change
Three Months Ended
March 31,
 Favorable (Unfavorable)Three Months Ended
June 30,
 Favorable (Unfavorable) Six Months Ended
June 30,
 Favorable (Unfavorable)
(In millions, except per-share amounts)2019
2018 2019 vs. 20182019
2018 2019 vs. 2018 2019
2018 2019 vs. 2018
Pretax income$216.1
 $142.4
 $73.7
$209.5
 $180.6
 $28.9
 $425.7
 $323.0
 $102.7
Net income171.0
 114.5
 56.5
166.7
 208.9
 (42.2) 337.7
 323.4
 14.3
Diluted net income per share0.78
 0.52
 0.26
0.78
 0.96
 (0.18) 1.56
 1.48
 0.08
Book value per share at March 3117.49
 14.16
 3.33
Book value per share at June 3018.42
 15.01
 3.41
 18.42
 15.01
 3.41
                
Net premiums earned—insurance (1)
263.5
 242.6
 20.9
299.2
 251.3
 47.9
 562.7
 493.9
 68.8
Services revenue (2)
32.8
 33.2
 (0.4)39.3
 36.8
 2.5
 72.1
 70.0
 2.1
Net investment income (1)
43.8
 34.0
 9.8
43.8
 37.5
 6.3
 87.6
 71.4
 16.2
Net gains (losses) on investments and other financial instruments21.9
 (18.9) 40.8
12.5
 (7.4) 19.9
 34.4
 (26.3) 60.7
Provision for losses (1)
20.8
 37.3
 16.5
47.4
 19.3
 (28.1) 68.2
 56.6
 (11.6)
Cost of services (2)
24.2
 23.1
 (1.1)27.8
 24.2
 (3.6) 52.0
 47.3
 (4.7)
Other operating expenses78.8
 63.2
 (15.6)70.0
 70.2
 0.2
 148.9
 133.4
 (15.5)
Income tax provision45.2
 28.0
 (17.2)
Loss on extinguishment of debt16.8
 
 (16.8) 16.8
 
 (16.8)
Income tax provision (benefit)42.8
 (28.4) (71.2) 88.0
 (0.4) (88.4)
Adjusted pretax operating income (3)
202.1
 164.1
 38.0
$215.9
 $191.0
 $24.9
 $417.9
 $355.1
 $62.8
Adjusted diluted net operating income per share (3)
0.73
 0.59
 0.14
0.80
 0.69
 0.11
 1.52
 1.28
 0.24
                
Return on equity19.0% 15.1% 3.9%17.8% 26.7% (8.9)% 18.6% 20.9% (2.3)%
Adjusted net operating return on equity (3)
17.7% 17.1% 0.6%18.2% 19.3% (1.1)% 18.2% 18.1% 0.1 %
______________________
(1)Relates primarily to the Mortgage Insurance segment. See “Results of Operations—Mortgage Insurance” for more information.
(2)Relates to our Services segment. See “Results of Operations—Services” for more information.
(3)
See “—Use of Non-GAAP Financial Measures” below.
Net Income. Our net income increasedAs discussed in more detail below, our results for the three and six months ended March 31,June 30, 2019, compared to the same periodperiods in 2018, primarily reflecting:reflect: (i) income tax benefits in 2018 (see “—Income Tax Provision” below); and (ii) in 2019, an increase in provision for losses and loss on extinguishment of debt. Partially offsetting these items is: (i) an increase in net premiums earned, including a cumulative adjustment to unearned premiums, as discussed in Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements; (ii) an increase in net gains on investments and other financial instruments; (ii) an increase in net premiums earned;and (iii) a decrease in provision for losses; and (iv) an increase in net investment income. Partially offsetting these items is an increase in other operating expenses. See “Results of Operations—Mortgage Insurance” and “Results of Operations—Services” for more information on our segment results.
Diluted Net Income Per Share. The increasechange in diluted net income per share for the three and six months ended March 31,June 30, 2019, compared to the same periodperiods in 2018, is primarily due to the increasechange in net income, as discussed above.
Book Value Per Share. The increase in book value per share from $16.34 at December 31, 2018, to $17.49$18.42 at March 31,June 30, 2019, is primarily due to (i) our first quarter 2019 net income for the six months ended June 30, 2019 and (ii) an increase of $0.37$0.70 per share due to net unrealized gains in our available for sale securities, recorded in accumulated other comprehensive income.
Return on equity. The increase in return on equity is primarily due to the increase in net income partially offset by the increase in stockholders’ equity. These


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increases were partially offset by the $0.23 per share net impact of our share repurchases for the six months ended June 30, 2019, inclusive of the cost of these repurchases.
Net Gains (Losses) on Investments and Other Financial Instruments. The increase in net gains on investments and other financial instruments for the three and six months ended March 31,June 30, 2019, as compared to the same periodperiods in 2018, is primarily due to the increase in unrealized gains in our trading portfolio related to changes in fair value resulting from lower interest rates. The components of the net gains (losses) on investments and other financial instruments for the periods indicated are as follows:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In millions)2019 20182019 2018 2019 2018
Net unrealized gains (losses) related to change in fair value of trading securities and other investments$19.5
 $(12.8)$9.1
 $(5.7) $28.6
 $(18.5)
Net realized gains (losses) on investments(1.7) (3.4)1.7
 (1.1) 
 (4.5)
Other-than-temporary impairment losses
 (0.9)
 
 
 (0.9)
Net gains (losses) on other financial instruments4.1
 (1.8)1.7
 (0.6) 5.8
 (2.4)
Net gains (losses) on investments and other financial instruments$21.9
 $(18.9)$12.5
 $(7.4) $34.4
 $(26.3)
          
Other Operating Expenses. Other operating expenses for the three months ended March 31,June 30, 2019 increaseddecreased slightly as compared to the same period in 2018, primarily due to an increase in ceding commissions, resulting from a change in estimate affecting policies covered under our Single Premium QSR, partially offset by higher allocated corporate operating expenses primarily due to ongoing investments in our technology systems. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for further discussion about the change in estimate for Single Premium Policies. In addition to these items, other operating expenses for the six months ended June 30, 2019, as a result of:compared to the same period in 2018, also included: (i) increases due to the businesses acquired in 2018 and the resulting inclusion of their operating expenses;expenses and (ii) higher legal and other professional services expense; and (iii) higher compensation expense in 2019, including variable and incentive-based compensation. In addition to these items, the three months ended March 31, 2019, as compared to the same period in 2018, also included an increase in non-operating items, primarily related to impairment of other long-lived assets. As a result, other operating expenses for the six months ended June 30, 2019 increased as compared to the same period in 2018.
Income Tax Provision. Our effective tax rate was 20.9%20.4% and 20.7% for the three and six months ended March 31,June 30, 2019, respectively, which approximates the federal statutory rate. For the same periodperiods in 2018, the difference between our effective tax rate of 19.6% andrates were different from the federal statutory tax rate, of 21% was primarily due to adjustmentsthe tax impact of Discrete Items. The impact of Discrete Items on our effective tax rate may fluctuate from period to period. In the three months ended June 30, 2018, the Discrete Items impacting our liability for uncertaineffective tax positions.rate primarily included $73.6 million of tax benefit related to the impact of the settlement of the IRS Matter and related state tax liabilities.
Return on Equity. The change in return on equity is primarily due to the change in net income partially offset by the increase in stockholders’ equity.
Use of Non-GAAP Financial Measures. In addition to the traditional GAAP financial measures, we have presented “adjusted pretax operating income,” “adjusted diluted net operating income 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,” “adjusted diluted net operating income 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. 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.
Adjusted pretax operating income is defined as GAAP consolidated pretax income (loss) excluding the effects of: (i) net gains (losses) on investments and other financial instruments; (ii) loss on induced conversionextinguishment of debt; (iii) amortization and debt extinguishment; (iii) acquisition-related expenses; (iv) amortization or impairment of goodwill and other acquired intangible assets; and (v) net(iv) impairment of other long-lived assets and other non-operating items, such as losses recognized in earningsfrom the sale of lines of business and infrequent or unusual non-operating items.acquisition-related expenses. Adjusted diluted net


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operating income per share is calculated by dividing (i) adjusted pretax operating income attributable to common stockholders, net of taxes computed using the company’s statutory tax rate, by (ii) the sum of the weighted average number of common shares outstanding and all dilutive potential common shares outstanding. Interest expense on convertible debt, share dilution from convertible debt and the impact of share-based compensation arrangements have been reflected in the per share calculations consistent with the accounting standard regarding earnings per share, whenever the impact is dilutive. Adjusted net operating return on equity is calculated by dividing annualized adjusted pretax operating income, 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.


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Part I. Item 2.Notes to Consolidated Financial Statements and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)



Operations—Results of Operations—Consolidated—AlthoughUse of Non-GAAP Financial Measures” each inour 2018 Form 10-K for detailed information regarding items excluded from adjusted pretax operating income 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. These adjustments, along withincluding the reasons for their treatment, are described below.treatment.
(1)
Net gains (losses) on investments and other financial instruments. The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles. Unrealized gains and losses arise primarily from changes in the market value of our investments that are classified as trading or equity securities. These valuation adjustments may not necessarily result in realized economic gains or losses.
Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized and unrealized gains or losses and changes in fair value of other financial instruments. We do not view them to be indicative of our fundamental operating activities. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
(2)
Loss on induced conversion and debt extinguishment. Gains or losses on early extinguishment of debt and losses incurred to purchase our convertible debt prior to maturity are discretionary activities that are undertaken in order to take advantage of market opportunities to strengthen our financial and capital positions; therefore, we do not view these activities as part of our operating performance. Such transactions do not reflect expected future operations and do not provide meaningful insight regarding our current or past operating trends. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
(3)
Acquisition-related expenses. Acquisition-related expenses represent the costs incurred to effect an acquisition of a business (i.e., a business combination). Because we pursue acquisitions on a strategic and selective basis, we do not view acquisition-related expenses as a primary business activity. Therefore, we do not consider these expenses to be part of our operating performance and they are excluded from our calculation of adjusted pretax operating income (loss).
(4)
Amortization or impairment of goodwill and other acquired intangible assets. Amortization of acquired intangible assets represents the periodic expense required to amortize the cost of acquired intangible assets over their estimated useful lives. Acquired intangible assets with an indefinite useful life are also periodically reviewed for potential impairment, and impairment adjustments are made whenever appropriate. These charges are not viewed as part of the operating performance of our primary activities and therefore are excluded from our calculation of adjusted pretax operating income (loss).
(5)
Net impairment losses recognized in earnings and infrequent or unusual non-operating items. The recognition of net impairment losses on investments and the impairment of other long-lived assets can vary significantly in both amount and frequency, depending on market credit cycles and other factors. Infrequent and unusual non-operating items reflect activities that we do not view to be indicative of our fundamental operating activities. Therefore, whenever such income or loss items occur, we exclude them from our calculation of adjusted pretax operating income (loss).
Total adjusted pretax operating income, adjusted diluted net operating income per share and adjusted net operating return on equity are not measures of totaloverall profitability, and therefore should not be considered in isolation or viewed as substitutes for GAAP pretax income, diluted net income per share or return on equity. Our definitions of adjusted pretax operating income, adjusted diluted net operating income per share and adjusted net operating return on equity may not be comparable to similarly-named measures reported by other companies.


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The following tables provide reconciliations of the most comparable GAAP measures of consolidated pretax income, diluted net income per share and return on equity, to our non-GAAP financial measures for the consolidated company of adjusted pretax operating income, adjusted diluted net operating income per share and adjusted net operating return on equity, respectively:
Reconciliation of Consolidated Pretax Income to Adjusted Pretax Operating Income
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 20182019 2018 2019 2018
Consolidated pretax income$216,136
 $142,442
$209,545
 $180,571
 $425,681
 $323,013
Less income (expense) items:   
Less reconciling income (expense) items:       
Net gains (losses) on investments and other financial instruments21,913
 (18,887)12,540
 (7,404) 34,453
 (26,291)
Acquisition-related expenses (1)
(233) 
Loss on extinguishment of debt(16,798) 
 (16,798) 
Amortization and impairment of other acquired intangible assets(2,187) (2,748)(2,139) (2,748) (4,326) (5,496)
Impairment of other long-lived assets and infrequent or unusual non-operating items (2)
(5,427) (26)
Total adjusted pretax operating income (3)
$202,070

$164,103
Impairment of other long-lived assets and other non-operating items (1)
103
 (286) (5,557) (312)
Total adjusted pretax operating income (2)
$215,839
 $191,009

$417,909

$355,112
          
______________________
(1)Acquisition-related expenses represent expenses incurred to effect the acquisition of a business, net of adjustments to accruals previously recorded for acquisition expenses.
(2)The amount for the threesix months ended March 31,June 30, 2019 primarily relates to impairments of other long-lived assets and is included in other operating expenses on the condensed consolidated statement of operations and primarily relates to impairments of other long-lived assets. The amount for the three months ended March 31, 2018 is included within restructuring and other exit costs on the condensed consolidated statement of operations.
(3)(2)Total adjusted pretax operating income on a consolidated basis consists of adjusted pretax operating income (loss) for our Mortgage Insurance segment and our Services segment, as further detailed in in Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements.


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Reconciliation of Diluted Net Income Per Share
to Adjusted Diluted Net Operating Income Per Share
Reconciliation of Diluted Net Income Per Share
to Adjusted Diluted Net Operating Income Per Share
Reconciliation of Diluted Net Income Per Share
to Adjusted Diluted Net Operating Income Per Share
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
 
(In thousands)2019 20182019 2018 2019 2018 
Diluted net income per share$0.78
 $0.52
$0.78
 $0.96
 $1.56
 $1.48
 
           
Less per-share impact of reconciling income (expense) items:           
Net gains (losses) on investments and other financial instruments0.10
 (0.09)0.06
 (0.03) 0.16
 (0.12) 
Loss on extinguishment of debt(0.08) 
 (0.08) 
 
Amortization and impairment of other acquired intangible assets(0.01) (0.01)(0.01) (0.01) (0.02) (0.03) 
Impairment of other long-lived assets and infrequent or unusual non-operating items(0.02) 
Income tax provision (benefit) on other income (expense) items (1)
0.01
 (0.02)
Difference between statutory and effective tax rate(0.01) 0.01
Per-share impact of other income (expense) items0.05
 (0.07)
Impairment of other long-lived assets and other non-operating items
 
 (0.02) 
 
Income tax provision (benefit) on reconciling income (expense) items (1)
(0.01) (0.01) 0.01
 (0.03) 
Difference between statutory and effective tax rates

 0.30
(2)0.01
 0.32
(2)
Per-share impact of reconciling income (expense) items(0.02) 0.27
 0.04
 0.20
 
Adjusted diluted net operating income per share (1)
$0.73
 $0.59
$0.80
 $0.69
 $1.52
 $1.28
 
           
______________________
(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.
(2)Includes $0.34 of tax benefit related to the settlement of the IRS Matter, which includes both the impact of the settlement with the IRS as well as the reversal of certain related previously accrued state and local tax liabilities.


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Reconciliation of Return on Equity to Adjusted Net Operating Return on Equity (1)
Reconciliation of Return on Equity to Adjusted Net Operating Return on Equity (1)
Reconciliation of Return on Equity to Adjusted Net Operating Return on Equity (1)
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
 
(In thousands)2019 20182019 2018 2019 2018 
Return on equity (1)
19.0 % 15.1 %17.8 % 26.7 % 18.6 % 20.9 % 
Less impact of reconciling income (expense) items: (2)
           
Net gains (losses) on investments and other financial instruments2.4
 (2.5)1.3
 (0.9) 1.9
 (1.7) 
Loss on extinguishment of debt(1.8) 
 (0.9) 
 
Amortization and impairment of other acquired intangible assets(0.2) (0.4)(0.2) (0.4) (0.2) (0.4) 
Impairment of other long-lived assets and infrequent or unusual non-operating items(0.6) 
Impairment of other long-lived assets and other non-operating items
 
 (0.3) 
 
Income tax provision (benefit) on reconciling income (expense) items (3)
0.3
 (0.6)(0.1) (0.3) 0.1
 (0.4) 
Difference between statutory and effective tax rate
 0.3
Difference between statutory and effective tax rates0.2
 8.4
(4)
 4.5
(4)
Impact of reconciling income (expense) items1.3

(2.0)(0.4) 7.4

0.4

2.8
 
Adjusted net operating return on equity17.7 % 17.1 %18.2 % 19.3 % 18.2 % 18.1 % 
           
______________________
(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.
(4)For the three and six months ended June 30, 2018, includes 9.4% and 4.7%, respectively, of tax benefit related to the settlement of the IRS Matter, which includes both the impact of the settlement with the IRS as well as the reversal of certain related previously accrued state and local tax liabilities.


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Results of Operations—Mortgage Insurance
Three and Six Months Ended March 31,June 30, 2019 Compared to Three and Six Months Ended March 31,June 30, 2018
The following table summarizes our Mortgage Insurance segment’s results of operations for the three and six months ended March 31,June 30, 2019 and 2018:
     $ Change
 Three Months Ended
March 31,
 Favorable (Unfavorable)
(In millions)2019 2018 2019 vs. 2018
Adjusted pretax operating income (1) 
$208.2
 $171.7
 $36.5
Net premiums written—insurance (2) 
251.6
 238.0
 13.6
(Increase) decrease in unearned premiums (2) 
10.2
 4.6
 5.6
Net premiums earned—insurance (2) 
261.8
 242.6
 19.2
Net investment income43.7
 34.0
 9.7
Provision for losses20.8
 37.4
 16.6
Other operating expenses (3) 
56.0
 50.5
 (5.5)
Interest expense15.7
 10.6
 (5.1)
     $ Change     $ Change
 Three Months Ended
June 30,
 Favorable (Unfavorable) Six Months Ended
June 30,
 Favorable (Unfavorable)
(In millions)2019 2018 2019 vs. 2018 2019 2018 2019 vs. 2018
Adjusted pretax operating income (1) (2) 
$219.4
 $197.4
 $22.0
 $427.5
 $369.2
 $58.3
Net premiums written—insurance265.3
 252.0
 13.3
 516.9
 489.9
 27.0
(Increase) decrease in unearned premiums31.0
 (3.0) 34.0
 41.2
 1.6
 39.6
Net premiums earned—insurance296.3
 249.0
 47.3
 558.1
 491.5
 66.6
Net investment income43.6
 37.4
 6.2
 87.2
 71.4
 15.8
Provision for losses47.2
 19.4
 (27.8) 68.0
 56.8
 (11.2)
Policy acquisition costs6.2
 6.0
 (0.2) 12.1
 13.1
 1.0
Other operating expenses (2) 
52.8
 53.4
 0.6
 108.9
 103.9
 (5.0)
Interest expense15.0
 10.8
 (4.2) 30.7
 21.5
 (9.2)
______________________
(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of the Company’s business segments. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements.
(2)NetIncludes allocation of premiums ceded under our reinsurance programs.corporate operating expenses of $24.4 million and $50.0 million for the three and six months ended June 30, 2019, respectively, and $20.1 million and $38.7 million for the three and six months ended June 30, 2018. See Note 73 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
(3)Includesinformation about our allocation of corporate operating expenses of $25.6 million for the three months ended March 31, 2019 and $18.6 million for the three months ended March 31, 2018.to segments.
Adjusted Pretax Operating Income. Our Mortgage Insurance segment’s adjusted pretax operating income increased for the three and six months ended March 31,June 30, 2019, compared to the same periodperiods in 2018, primarily reflecting: (i) an increase in net premiums earned;earned, including a cumulative adjustment to unearned premiums, as discussed in Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements; and (ii) a decrease in provision for losses; and (iii) an increase in net investment income. Partially offsetting these items are increases in: (i) other operating expensesprovision for losses and (ii) interest expense. See “Results of Operations—Services—Three and Six Months Ended March 31,June 30, 2019 Compared to Three and Six Months Ended March 31,June 30, 2018—Interest Expense.”
NIW, IIF, RIF
A key component of our current business strategy isIn addition to write profitable insurance on high credit quality mortgages inthese items, the U.S. Consistent with this objective, we wrote $10.9 billion of primary new mortgage insurance in the threesix months ended March 31,June 30, 2019, compared to $11.7 billion of NIW in the three months ended March 31, 2018. Our Persistency Rate for the twelve months ended March 31, 2019 increased to 83.4%, as compared to 81.0% for the twelve months ended March 31, 2018. The combination of our NIW and our Persistency Rate resultedsame period in 2018, reflected an increase in other operating expenses, as described further below. See “—NIW, IIF, from $221.4 billion at December 31, 2018 to $223.7 billion at March 31, 2019, as shown in the chart below.RIF—Other Operating Expenses” for additional information.


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image01insuranceinforc0319.jpgNIW, IIF, RIF
A key component of our current business strategy is to write profitable insurance on high credit quality mortgages in the U.S. Consistent with this objective, we wrote $18.5 billion and $29.4 billion of primary NIW in the three and six months ended June 30, 2019, respectively, compared to $16.4 billion and $28.1 billion of NIW in the three and six months ended June 30, 2018, respectively. Our Persistency Rate for the twelve months ended June 30, 2019 increased to 83.4%, as compared to 80.9% for the twelve months ended June 30, 2018. The combination of our NIW and our Persistency Rate resulted in an increase in IIF, from $221.4 billion at December 31, 2018 to $230.8 billion at June 30, 2019, as shown in the chart below.
image01insuranceinforc0619.jpg
______________________
(1)Policy years represent the original policy years, and have not been adjusted to reflect subsequent HARP refinancing activity.
(2)Adjusted to reflect subsequent HARP refinancing activity, this percentage would decrease to 5.7%5.3%, 6.0% and 7.7%7.1% as of March 31,June 30, 2019, December 31, 2018 and March 31,June 30, 2018, respectively.
Our IIF is one of the primary driversdriver of the future premiums that we expect to earn over time. Although not reflected in the current period financial statements, nor in our reported book value, we expect our IIF to generate substantial earnings in future periods, due to the high credit quality of our current mortgage insurance portfolio and its expected persistency over multiple years. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—Mortgage Insurance—IIF; Persistency Rate; Mix of Business” in our 2018 Form 10-K for more information.
NIW decreasedincreased by 6.6%12.9% and 4.8% for the three and six months ended March 31,June 30, 2019, respectively, compared to the same periods in 2018. We believe total mortgage origination volume was higher for the three and six months ended June 30, 2019, as compared to the comparable periods in 2018, due to an increase in both purchase and refinance originations. Consistent with these trends in the mortgage origination market, the volume of both our purchase originations and our refinance originations increased during the three and six month periods ended June 30, 2019, compared to the same periodperiods in 2018, primarily attributable to decreased refinance originations.2018. Our NIW for 2019 also reflects the successful implementation of our “black box” pricing strategy, which has been well received by customers and a majority of the NIW we are writing is being priced through Radar Rates.
Although it is difficult to project future volumes, industry sources expect the total mortgage origination market for the full year 2019 to increase slightly7% compared to 2018, driven by an expected increase in purchase originations partially offset by a declineas well as an increase in refinance originations as a result of higher anticipatedlower interest rates. Mortgage insurance penetration in the purchase origination market has gradually increased over the past few years. Because the penetration rate for mortgage insurance is generally three to five times higher on purchase originations than on refinancing transactions, weWe currently expect the private mortgage insurance market for the full year 2019 to be comparable to 2018. Based on industry forecasts and our projections, we expect our NIW in 2019 to be in excess of $50 billion.
We believe total mortgage origination volume was lower for the three months ended March 31, 2019, as compared to the comparable period in 2018, primarily due to a decrease in refinance mortgage originations resulting from the slightly higher interest rate environment, partially offset by a modest increase in purchase originations. Given the higher penetration rate for private mortgage insurance in the purchase origination market, as discussed above, we believe that even though the total mortgage origination volume was lower, the private mortgage insurance market for the three-month period ended March 31, 2019 was comparable to the same period in 2018. Consistent with these trends in the mortgage origination market described above, the level of our purchase origination volume increased and our refinance origination volume decreased, each as a percentage of our total NIW, during the three-month period ended March 31, 2019, compared to the same period in 2018.


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Beginning2019 to increase in the second half of 2017, the private mortgage insurancecomparison to 2018, driven primarily by purchase originations.  Based on industry experienced a shiftforecasts and our projections, we currently expect our NIW in the mix of mortgage lending products toward higher LTVs and higher debt-to-income ratios. As a percentage2019 to be in excess of our total NIW, theprior year volume of our NIW on mortgage loans with LTVs greater than 95% also increased during the three-month period ended March 31, 2019, compared to the same period in 2018. In contrast, while loans to borrowers with higher debt-to-income ratios, including debt-to-income ratios greater than 45%, remain elevated compared to levels prior to the second half of 2017, they have been trending down. This trend continued during the three-month period ended March 31, 2019, and we experienced a decrease in the percentage of our total NIW on mortgage loans to borrowers with higher debt-to-income ratios, including debt-to-income ratios greater than 45%, compared to the same period in 2018. See “Overview—Operating Environment” for additional information.$56.5 billion.
As of March 31,June 30, 2019, our portfolio of business written after 2008, including HARP refinancings, represented approximately 94.3%94.7% of our total primary RIF. Notwithstanding the mix shift toward higher LTVs and debt-to-income ratios, as discussed above, loanLoan originations after 2008 consist primarily of high credit quality loans with significantly better credit performance than loans originated during 2008 and prior periods. The volume of insurance that we have written on high credit quality loans after 2008 has significantly improved our mortgage insurance portfolio mix.
Our actual and expected future losses on our portfolio written after 2008, together with HARP refinancings, are significantly lower than those experienced on our NIW prior to and including 2008. The following charts illustrate the trends of our cumulative incurred loss ratios by year of origination and development year.
image02incurredlosses0319.jpgimage02incurredlosses0619.jpg
______________________
(1)Represents inception-to-date losses incurred as a percentage of net premiums earned.
(2)Incurred losses in 2017 were slightly, but not materially, elevated due to the impact of Hurricanes Harvey and Irma. 
(3)Radian’s stochastic modeling, used for pricing, indicates an approximate 20% through-the-cycle loss ratio on newly originated mortgage insurance business.


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The following tables provide selected information as of and for the periods indicated related to mortgage insurance NIW, RIF and IIF. Policy years represent the original policy years and have not been adjusted to reflect subsequent HARP refinancing activity. Throughout this report, unless otherwise noted, RIF is presented on a gross basis and includes the amount ceded under reinsurance. NIW, RIF and IIF for direct Single Premiums 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).
Primary NIW          
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
($ in millions)2019 20182019 2018 2019 2018
Total primary NIW$10,900
 $11,664
$18,539
 $16,417
 $29,420
 $28,081
Total primary risk written$2,732
 $2,929
$4,552
 $4,155
 $7,280
 $7,084
Average coverage percentage25.1% 25.1%24.6% 25.3% 24.7% 25.2%
          
Primary NIW by Loan Purpose:          
Purchases92.2% 88.8%89.8% 94.8% 90.7% 92.3%
Refinances7.8% 11.2%10.2% 5.2% 9.3% 7.7%
          
Primary NIW by Premium Type:          
Direct monthly and other recurring premiums83.4% 79.0%
Direct Monthly and Other Recurring Premiums83.3% 76.1% 83.3% 77.3%


  

 

 

  
Borrower-paid (1)
12.7
 5.3
14.2
 14.0
 13.7
 10.4
Lender-paid3.9
 15.7
2.5
 9.9
 3.0
 12.3
Direct single premiums16.6
 21.0
16.7
 23.9
 16.7
 22.7
Total100.0% 100.0%100.0% 100.0% 100.0% 100.0%
          
Total borrower-paid95.1% 83.1%96.5% 89.1% 96.0% 86.6%
          
Primary NIW by FICO Score (2) :
          
>=74057.6% 56.4%62.2% 56.0% 60.5% 56.1%
680-73934.7% 35.9%32.5% 35.9% 33.3% 35.9%
620-6797.7% 7.7%5.3% 8.1% 6.2% 8.0%
<=619% %
          
Primary NIW by LTV:          
95.01% and above19.7% 15.4%20.5% 16.3% 20.2% 15.9%
90.01% to 95.00%40.9% 44.5%38.1% 45.3% 39.1% 45.0%
85.01% to 90.00%27.3% 27.5%26.9% 27.5% 27.1% 27.5%
85.00% and below12.1% 12.6%14.5% 10.9% 13.6% 11.6%
          
______________________
(1)
Borrower-paid Single Premium Policies have lower Minimum Required Assets under the PMIERs as compared to lender-paid Single Premium Policies.
(2)
For loans with multiple borrowers, the percentage of primary new insurance written by FICO score represents the lowest of the borrowers’ FICO scores. All periods prior to March 31, 2019 had previously been presented based on the FICO score of the primary borrower and have been restated to reflect the lowest of the borrowers’ FICO scores.



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Primary IIF and RIF          
($ in millions)March 31, 2019 December 31, 2018 March 31, 2018June 30, 2019 December 31, 2018 June 30, 2018
Total primary IIF$223,734
 $221,443
 $204,025
$230,756
 $221,443
 $210,741
Total primary RIF$57,361
 $56,728
 $52,153
$59,057
 $56,728
 $53,922
Average coverage percentage25.6% 25.6% 25.6%25.6% 25.6% 25.6%
          
Total primary RIF on defaulted loans$1,002
 $1,032
 $1,223
$986
 $1,032
 $1,093
Percentage of RIF in default1.7% 1.8% 2.3%1.7% 1.8% 2.0%
          
Persistency Rate (12 months ended)83.4% 83.1% 81.0%83.4% 83.1% 80.9%
Persistency Rate (quarterly, annualized) (1)
85.4% 85.5% 84.3%80.8% 85.5% 82.3%
          
Primary RIF by Premium Type:          
Direct monthly and other recurring premiums70.6% 70.3% 69.3%
Direct Monthly and Other Recurring Premiums71.2% 70.3% 69.6%

 
 

 
 
Borrower-paid (2)
7.6
 7.3
 5.8
8.0
 7.3
 6.5
Lender-paid21.8
 22.4
 24.9
20.8
 22.4
 23.9
Direct single premiums29.4
 29.7
 30.7
28.8
 29.7
 30.4
Total100.0% 100.0% 100.0%100.0% 100.0% 100.0%
          
Total borrower-paid75.2% 74.5% 71.5%76.4% 74.5% 72.6%
          
Primary RIF by FICO Score (3) :
          
>=74055.2% 55.1% 55.0%55.7% 55.1% 55.0%
680-73934.8% 34.8% 34.5%34.6% 34.8% 34.6%
620-6799.2% 9.3% 9.5%8.9% 9.3% 9.4%
<=6190.8% 0.8% 1.0%0.8% 0.8% 1.0%
          
Primary RIF by LTV:          
95.01% and above12.2% 11.6% 9.7%13.2% 11.6% 10.3%
90.01% to 95.00%53.0% 53.1% 53.2%52.5% 53.1% 53.3%
85.01% to 90.00%28.6% 29.0% 30.2%28.2% 29.0% 29.7%
85.00% and below6.2% 6.3% 6.9%6.1% 6.3% 6.7%
          
Primary RIF by Policy Year:          
2008 and prior9.6% 10.1% 13.0%8.9% 10.1% 11.9%
2009 - 201310.4% 11.4% 15.5%9.3% 11.4% 13.7%
20145.8% 6.1% 7.9%5.3% 6.1% 7.1%
20159.7% 10.2% 13.0%8.9% 10.2% 11.9%
201616.0% 16.8% 20.5%14.8% 16.8% 19.2%
201720.3% 21.1% 24.5%18.9% 21.1% 23.2%
201823.5% 24.3% 5.6%21.8% 24.3% 13.0%
20194.7% % %12.1% % %
          
______________________
(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, and may not be indicative of full-year trends.
(2)
Borrower-paid Single Premium Policies have lower Minimum Required Assets under the PMIERs as compared to lender-paid Single Premium Policies.
(3)For loans with multiple borrowers, the percentage of primary risk in force by FICO score represents the lowest of the borrowers’ FICO scores. All periods prior to March 31, 2019 had previously been presented based on the FICO score of the primary borrower and have been restated to reflect the lowest of the borrowers’ FICO scores.


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Net Premiums Written and Earned. Net premiums written and earned for the three and six months ended March 31,June 30, 2019 increased compared to the same periodperiods in 2018, primarily due toreflecting an increase in our IIF primarily related to an increase in our Monthly Premium Policies.
The table below provides additional information about the components of mortgage insurance net Net premiums earned for the periods indicated.three and six months ended June 30, 2019 includes a $32.9 million cumulative adjustment related to an update to the amortization rates used to recognize revenue for Single Premium Policies. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for further information.
 Three Months Ended
March 31,
(in thousands)2019 2018
Net premiums earnedinsurance:
   
Direct   
Premiums earned, excluding revenue from cancellations$268,496
 $245,096
Single Premium Policy cancellations9,957
 12,335
Direct278,453
 257,431
    
Assumed (1) 
2,450
 1,318
    
Ceded   
Premiums earned, excluding revenue from cancellations(24,486) (20,303)
Single Premium Policy cancellations (2) 
(2,953) (3,301)
Profit commission—other (3) 
8,314
 7,405
Ceded premiums, net of profit commission(19,125) (16,199)
    
Total net premiums earnedinsurance
$261,778
 $242,550
    
______________________
(1)Includes premiums earned from our participation in certain Front-end and Back-end credit risk transfer programs.
(2)Includes the impact of related profit commissions.
(3)The amounts represent the profit commission on the Single Premium QSR Program, excluding the impact of Single Premium Policy cancellations.
The impact of mortgage prepayment speeds on the mix of business we write affects the revenue ultimately produced by our mortgage insurance business. We believe that writing a mix of Single Premium Policies and Monthly Premium Policies has the potential to moderate the overall impact on our results if actual prepayments are significantly different from expectations. However, this moderating effect may be impacted by the amount of reinsurance we obtain on portions of our portfolio. We expect our production level for Single Premium Policies to fluctuate over time based on various factors, which include risk-return and risk-mix considerations, as well as market conditions. See the table above, which illustrates the premium impact of direct and ceded Single Premium Policy cancellations for the periods shown, and the table below, which provides the premium impact of each of our reinsurance programs as a percentage of total premiums. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—OperationsKey Factors Affecting Our Results—Mortgage InsuranceResultsMortgage Insurance—IIF; Persistency Rate; Mix of Business” in our 2018 Form 10-K for more information.
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.
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(in thousands)2019 2018 2019 2018
Net premiums earnedinsurance:
       
Direct       
Premiums earned, excluding revenue from cancellations$315,109
(1)$249,302
 $583,605
(1)$494,398
Single Premium Policy cancellations15,793
 14,776
 25,750
 27,111
Direct330,902
(1)264,078
 609,355
(1)521,509
        
Assumed (2) 
2,481
 1,510
 4,931
 2,828
        
Ceded       
Premiums earned, excluding revenue from cancellations(53,948)(1)(20,491) (78,434)(1)(40,794)
Single Premium Policy cancellations (3) 
(4,833) (4,046) (7,786) (7,347)
Profit commission—other (4) 
21,732
(1)7,917
 30,046
(1)15,322
Ceded premiums, net of profit commission(37,049)(1)(16,620) (56,174)(1)(32,819)
        
Total net premiums earnedinsurance
$296,334
(1)$248,968
 $558,112
(1)$491,518
        
______________________
(1)Includes a cumulative adjustment to unearned premiums recorded in the second quarter of 2019 related to an update to the amortization rates used to recognize revenue for Single Premium Policies. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for further information.
(2)Includes premiums earned from our participation in certain Front-end and Back-end credit risk transfer programs.
(3)Includes the impact of related profit commissions.
(4)The amounts represent the profit commission on the Single Premium QSR Program, excluding the impact of Single Premium Policy cancellations.
Net Premiums Written and EarnedCeded. 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 in an effort to optimize the amounts and types of capital and risk distribution deployed against insured risk.profile. When we enter into a reinsurance agreement, the reinsurer receives a premium and, in exchange, agrees to insure an agreed-upon portion of incurred losses. While these arrangements have the impact of reducing our earned premiums, they are expected to increase Radian Guaranty’s 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 Insurance—Third-Party Reinsurance” and Note 8 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for more information about our reinsurance transactions.


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The following table provides information related to the premium impact of our reinsurance programs. See Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for more information about our reinsurance programs, including the ceded amounts related to those programs.
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
2019 20182019 2018 2019 2018
% of total direct and assumed premiums written          
QSR Program1.0% 1.5%1.6% 1.2% 0.9% 1.4%
Single Premium QSR Program1.7% 6.1%0.6
 9.8
 0.5
 8.1
Excess-of-Loss Program1.1% %4.8
 
 3.0
 
Total7.0% 11.0% 4.4% 9.5%
          
% of total direct and assumed premiums earned          
QSR Program1.3% 2.2%1.4% 2.0% 1.3% 2.1%
Single Premium QSR Program4.2% 4.0%7.3
 4.2
 5.9
 4.1
Excess-of-Loss Program1.2% %2.3
 
 1.8
 
Total11.0% 6.2% 9.0% 6.2%
          
The table below provides information about the PMIERs impact of our reinsurance programs on our Minimum Required Assets as of the dates indicated.
(in thousands)June 30, 2019 December 31, 2018 June 30, 2018
PMIERs impact - reduction in Minimum Required Assets: (1)
     
QSR Program$41,873
 $48,734
 $55,583
Single Premium QSR Program516,468
 522,318
 489,631
Excess-of-Loss Program926,640
 455,440
 
Total PMIERs impact$1,484,981
 $1,026,492
 $545,214
      
Percentage of gross Minimum Required Assets32.2% 22.8% 12.5%
      
______________________
(1)Excludes the impact of intercompany reinsurance.
Net Investment Income. IncreasingHigher investment yields, from higher interest rates, combined with higher average investment balances, resulted in increases in net investment income for the three and six months ended March 31,June 30, 2019, compared to the same periodperiods in 2018. Our higher investment balances were primarily a result of investing our positive cash flow from operations. All periods include full allocation to the Mortgage Insurance segment of net investment income from investments held at Radian Group.


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Provision for Losses. The following table details the financial impact of the significant components of our provision for losses for the periods indicated:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
(In millions)2019 20182019 2018 2019 2018
Current period defaults (1)
$38.9
 $36.5
$40.7
 $37.2
 $73.5
 $67.3
Prior period defaults (2)
(18.2) 0.4
6.5
 (18.1) (5.6) (11.3)
Second-lien mortgage loan premium deficiency reserve and other0.1
 0.5

 0.3
 0.1
 0.8
Provision for losses$20.8
 $37.4
$47.2
 $19.4
 $68.0
 $56.8
          
Loss ratio (3)
8.0% 15.4%15.9% 7.8% 12.2% 11.6%
          
______________________
(1)Related to defaulted loans with a 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 below and “—Net Premiums Written and Earned” for further discussion of the components of this ratio.
Our mortgage insurance provision for losses for the three and six months ended March 31,June 30, 2019 decreasedincreased by $16.6$27.8 million and $11.2 million, respectively, as compared to the same periodperiods in 2018. Reserves established for new default notices were the primary driver of our total incurred losses for the three and six months ended March 31,June 30, 2019 and 2018. Current period new primary defaults increased by 12.4%12.0% and 12.2% for the three and six months ended March 31,June 30, 2019, respectively, compared to the same periodperiods in 2018. This increase primarily relates to new defaults on insurance written after 2008 and is consistent with typical default seasoning patterns for our recent NIW vintages. Our gross Default to Claim Rate assumption for new primary defaults was 8.0% at March 31,June 30, 2019, compared to 9.5%9.0% at March 31,June 30, 2018. This reduction in the estimated gross Default to Claim Rate assumption, which was based on observed trends, partially mitigated the increase in our provision for losses related to the increased number of new defaults in the three and six months ended March 31,June 30, 2019, compared to the same periods in 2018.
Our provision for losses during the first six months of 2019 was positively impacted by favorable reserve development on prior period defaults. This favorable development was primarily driven by a reduction during the period in 2018.certain Default to Claim Rate assumptions for prior year defaults compared to the assumptions used at December 31, 2018, partially offset by a $19.4 million increase in our IBNR reserve estimate in the three months ended June 30, 2019. The increase in our IBNR reserve estimate is related to previously disclosed legal proceedings involving challenges from certain servicers regarding our Loss Mitigation Activities, which challenges may result in the reversal of certain decisions regarding prior Rescissions, Claim Denials or Claim Curtailments. See Notes 10 and 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.


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Our provision for losses for the three months ended March 31, 2019 was reduced by positive reserve development on prior period defaults, primarily due to reductions in certain Default to Claim Rate assumptions based on observed trends of higher Cures than were previously estimated on those prior period defaults.
As expected, Radian Guaranty experienced an increase in reported delinquencies in FEMA Designated Areas associated with Hurricanes Harvey and Irma during the third and fourth quarters of 2017, followed by cure rates for these delinquencies that are higher than the rates for the rest of our portfolio. These incremental hurricane-related defaults did not result in a material increase in our incurred losses or paid claims.
Although the number of incremental defaults associated with areas that have been impacted by natural disasters may become somewhat elevated, consistent with our past experience we do not expect these incremental defaults to result in a material increase in our incurred losses or paid claims, given the limitations on our coverage related to property damage. However, the future reserve impact of these incremental defaults from natural disasters may differ from our previous expectations due to overall economic conditions, the pace of economic recovery in the affected areas or other factors. See Note 10 of Notes to Unaudited Condensed Consolidated Financial Statements.
Our primary default rate at March 31,June 30, 2019 was 2.0%1.9% compared to 2.1% at December 31, 2018. Our primary defaulted inventory comprised 20,122 loans at March 31, 2019, compared to 21,093 loans at December 31, 2018, representing a decrease of 4.6%. The reduction in our primary defaulted inventory is the result of the total number of defaulted loans: (i) that have cured or (ii) for which claim payments have been made, collectively, exceeding the total number of new defaults on insured loans. Consistent with typical default seasoning patterns, the shift in our portfolio composition toward our recent vintages is expected to result in slightly increased levels of new defaults in our total portfolio for 2019 as compared to 2018, because we do not expect that the reductions in new defaults from our portfolio of insurance written prior to and including 2008 will continue to outpace the anticipated increase in new defaults from more recent vintages.
The following table shows the number of primary loans that we have insured, the number of loans in default and the percentage of loans in default as of the dates indicated:
 March 31,
2019
 December 31,
2018
 March 31,
2018
Default Statistics—Primary Insurance:     
Total Primary Insurance     
Prime     
Number of insured loans994,865
 986,704
 925,648
Number of loans in default14,831
 15,402
 17,887
Percentage of loans in default1.49% 1.56% 1.93%
Alt-A and A minus and below     
Number of insured loans34,763
 35,906
 40,661
Number of loans in default5,291
 5,691
 6,710
Percentage of loans in default15.22% 15.85% 16.50%
Total Primary Insurance     
Number of insured loans1,029,628
 1,022,610
 966,309
Number of loans in default (1) 
20,122
 21,093
 24,597
Percentage of loans in default1.95% 2.06% 2.55%
Default Statistics—Pool Insurance:     
Number of loans in default1,607
 1,713
 1,907
______________________
(1)Included in this amount at March 31, 2019 and December 31, 2018 are the defaults in the FEMA Designated Areas associated with Hurricanes Harvey and Irma, which occurred during the third quarter of 2017. At March 31, 2019, December 31, 2018 and March 31, 2018, defaults in these areas were 2,420; 2,627; and 5,780, respectively.


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The following table shows a rollforward of our primary loans in default, including new defaults from our insurance written in years: (i) prior to and including 2008 and (ii) after 2008:
 
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
2019 20182019 2018 2019 2018
Beginning default inventory21,093
 27,922
20,122
 24,597
 21,093
 27,922
Plus: New defaults on insurance written in years: (1)
          
Prior to and including 20084,548
 5,013
4,174
 4,695
 8,722
 9,708
After 20085,668
 4,076
5,164
 3,644
 10,832
 7,720
Total new defaults10,216
 9,089
9,338
 8,339
 19,554
 17,428
Less: Cures (1)
10,479
 11,367
9,192
 9,739
 19,671
 21,106
Less: Claims paid (2)
662
 1,052
604
 1,105
 1,266
 2,157
Less: Rescissions and Claim Denials, net of (Reinstatements) (3)
46
 (5)21
 4
 67
 (1)
Ending default inventory20,122
 24,597
19,643
 22,088
 19,643
 22,088
          
______________________
(1)
Amounts include the new defaults and Cures in the FEMA Designated Areas associated with Hurricanes Harvey and Irma, which occurred during the third quarter of 2017. For the three and six months ended March 31,June 30, 2019 and 2018, new defaults and Cures in these areas were as follows:
Three Months Ended
March 31,
Three Months Ended
June 30,
 Six Months Ended
June 30,
2019 20182019 2018 2019 2018
New defaults1,106
 989
1,083
 755
 2,189
 1,744
Cures1,239
 2,168
1,052
 2,284
 2,291
 4,452
(2)Includes those charged to a deductible or captive reinsurance transactions, as well as commutations.
(3)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.
Our gross Default to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans, as measured by the progress toward a foreclosure sale and the number of months in default. Our gross Default to Claim Rate assumption for new primary defaults, was 8% at December 31, 2018 and March 31, 2019. As of March 31, 2019, our gross Default to Claim Rate assumptions on our primary portfolio ranged from 8% for new defaults, up to 68% for defaults not in foreclosure stage, and 72% for Foreclosure Stage Defaults.


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The following tables show additional information about our primary loans in default as of the dates indicated:
March 31, 2019June 30, 2019
Total Foreclosure Stage Defaulted Loans Cure % During the 1st Quarter Reserve for Losses % of ReserveTotal Foreclosure Stage Defaulted Loans Cure % During the 2nd Quarter Reserve for Losses % of Reserve
($ in thousands)# % # % $ %# % # % $ %
Missed payments:                      
Three payments or less9,248
 46.0% 122
 39.0% $82,416
 23.4%9,303
 47.4% 142
 38.6% $84,134
 24.2%
Four to eleven payments6,051
 30.1
 444
 23.0
 90,616
 25.7
5,682
 28.9
 432
 24.0
 91,015
 26.2
Twelve payments or more4,215
 20.9
 1,254
 7.4
 147,525
 41.9
4,037
 20.5
 1,168
 6.6
 140,093
 40.4
Pending claims608
 3.0
 N/A
 4.0
 31,887
 9.0
621
 3.2
 N/A
 5.3
 32,000
 9.2
Total20,122
 100.0% 1,820
   352,444
 100.0%19,643
 100.0% 1,742
   347,242
 100.0%
IBNR and other        13,008
          33,888
  
LAE        8,994
          9,070
  
Total primary reserve        $374,446
          $390,200
  
                      
March 31, 2019
June 30, 2019June 30, 2019
Key Reserve Assumptions
Gross Default to Claim Rate % Net Default to Claim Rate % Claim Severity % Net Default to Claim Rate % Claim Severity %
35% 33% 98% 33% 98%
 December 31, 2018
 Total Foreclosure Stage Defaulted Loans Cure % During the 4th Quarter Reserve for Losses % of Reserve
($ in thousands)# % # % $ %
Missed payments:           
Three payments or less10,038
 47.6% 148
 33.2% $83,540
 23.1%
Four to eleven payments5,905
 28.0
 422
 24.7
 87,210
 24.1
Twelve payments or more4,468
 21.2
 1,365
 6.5
 156,808
 43.4
Pending claims682
 3.2
 N/A
 4.3
 34,130
 9.4
Total21,093
 100.0% 1,935
   361,688
 100.0%
IBNR and other        13,864
  
LAE        10,271
  
Total primary reserve        $385,823
  
            
December 31, 2018
Key Reserve Assumptions
Gross Default to Claim Rate % Net Default to Claim Rate % Claim Severity %
35% 33% 96%
______________________
N/A – Not applicable
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 33% at both March 31,June 30, 2019 and December 31, 2018. Our estimate with respect to future Rescissions, Claim Denials and Claim Curtailments, inclusive of claim withdrawals, reduced our loss reserve as of March 31,June 30, 2019 and December 31, 2018 by $32$30 million. These expectations are based primarily on our recent experience with respect to the number of claims that have been denied due to the policyholder’s failure to submit


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failure to submit sufficient documentation to perfect a claim within the time period permitted under our Master Policies, and also our recent experience with respect to the number of insurance certificates that have been rescinded due to fraud, underwriter negligence or other factors. See Note 11 of Notes to Consolidated Financial Statements in our 2018 Form 10-K.
Our mortgage insurance total loss reserve as a percentage of our mortgage insurance total RIF was 0.7% at both March 31,June 30, 2019 and December 31, 2018. See Note 10 of Notes to Unaudited Condensed Consolidated Financial Statements for information regarding our reserves for losses by category and a reconciliation of our Mortgage Insurance segment’s beginning and ending reserves for losses and LAE.
Our primary reserve per default (calculated as primary reserve excluding IBNR and other reserves divided by the number of primary defaults) was $17,962 and $17,634 at March 31, 2019 and December 31, 2018, respectively.
We considered the sensitivity of our loss reserve estimates at March 31,June 30, 2019 by assessing the potential changes resulting from a parallel shift in Claim Severity and Default to Claim Rate for primary loans. For example, assuming all other factors remain constant, for every one percentage point absolute change in primary Claim Severity (which we estimated to be 98% of our risk exposure at March 31,June 30, 2019), we estimated that our total loss reserve at March 31,June 30, 2019 would change by approximately $4 million. Assuming the portfolio mix and all other factors remain constant, for every one percentage point absolute change in our primary net Default to Claim Rate, we estimated a $10 million change in our primary loss reserve at March 31,June 30, 2019.
In addition, as part of our claims review process, we assess whether defaulted loans were serviced appropriately in accordance with our insurance policies and servicing guidelines. To the extent a servicer has failed to satisfy its servicing obligations, our policies provide that we may curtail the claim payment for such default, and in some circumstances, cancel coverage or deny the claim. Before consideration of any subsequent challenges by our lender and servicer customers, Claim Curtailments due to servicer noncompliance with our insurance policies and servicing guidelines, which impact the severity of our claim payments, were $0.6 million for the three months ended March 31, 2019, compared to $1.5 million for the same period in 2018.
Total mortgage insurance claims paid of $34.6$32.4 million and $67.0 million for the three and six months ended March 31,June 30, 2019, respectively, decreased from claims paid of $59.9$56.5 million and $116.5 million for the three months ended March 31,same respective periods in 2018. The decrease in claims paid is consistent with the ongoing decline in the outstanding default inventory. 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 (as described in “Item 1. BusinessMortgage InsuranceDefaults and Claims” in our 2018 Form 10-K) that make the timing of paid claims difficult to predict.


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The following table shows claims paid by product and average claim paid by product for the periods indicated:
 Three Months Ended
March 31,
(In thousands)2019 2018
Net claims paid: (1)
   
Prime$23,863
 $37,142
Alt-A and A minus and below9,497
 21,416
Total primary claims paid33,360
 58,558
Pool1,109
 1,152
Other121
 148
Subtotal34,590
 59,858
Impact of commutations (2) 

 68
Total net claims paid$34,590
 $59,926
    
Average net claim paid: (1) (3)
   
Prime$47.1
 $50.0
Alt-A and A minus and below53.1
 63.0
Total average net primary claim paid48.6
 54.1
    
Average direct primary claim paid (3) (4) 
$49.2
 $54.5
 Three Months Ended
June 30,
 Six Months Ended
June 30,
(In thousands)2019 2018 2019 2018
Net claims paid: (1)
       
Total primary claims paid$31,940
 $48,092
 $65,300
 $106,650
Total pool and other472
 1,111
 1,702
 2,411
Subtotal32,412
 49,203
 67,002
 109,061
Impact of commutations (2) 
15
 7,331
 15
 7,399
Total net claims paid$32,427
 $56,534
 $67,017
 $116,460
        
Total average net primary claim paid (1) (3) 
$50.1
 $54.8
 $49.4
 $54.4
        
Average direct primary claim paid (3) (4) 
$51.1
 $55.5
 $50.1
 $55.0
______________________
(1)
Net of reinsurance recoveries.
(2)Includes payments to commute mortgage insurance coverage on certain performing and non-performing loans and the impact of captive terminations.
(3)Calculated without giving effect to the impact of the termination of captive transactions and commutations.
(4)
Before reinsurance recoveries.
Other Operating Expenses. Other operating expenses for the three months ended March 31,June 30, 2019 decreased slightly as compared to the same period in 2018, primarily due to an increase in ceding commissions, resulting from change in estimate affecting policies covered under our Single Premium QSR, partially offset by higher allocated corporate operating expenses. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements for further discussion about the change in estimate for Single Premium Policies. The six months ended June 30, 2019, as compared to the same periodsperiod in 2018, reflectalso included an increase primarily resulting from higher allocated corporate operating expenses. The increase in allocated corporate operating expenses, is primarily due to (i) higher legal and other professional services expensetechnology related expenses and (ii) higher compensation expense, including variable and incentive-based compensation. See “Results of Operations—Consolidated—Three Months Ended March 31,As a result, other operating expenses for the six months ended June 30, 2019 Comparedincreased as compared to Three Months Ended March 31, 2018—Other Operating Expenses.the same period in 2018.
Our expense ratio on a net premiums earned basis represents our Mortgage Insurance segment’s operating expenses (which include policy acquisition costs and other operating expenses, as well as allocated corporate operating expenses), expressed as a percentage of net premiums earned. Our expense ratio was 23.7% in each of19.9% and 21.7% for the three and six months ended March 31, 2019 and 2018.


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June 30, 2019, respectively, compared to 23.9% and 23.8% for the same respective periods in 2018. The decline in our expense ratio in 2019 is primarily due to the cumulative adjustment for Single Premium Policies, as discussed above.
Results of Operations—Services
Three and Six Months Ended March 31,June 30, 2019 Compared to Three and Six Months Ended March 31,June 30, 2018
The following table summarizes our Services segment’s results of operations for the three and six months ended March 31,June 30, 2019 and 2018:
    $ Change    $ Change     $ Change
Three Months Ended
March 31,
 Favorable (Unfavorable)Three Months Ended
June 30,
 Favorable (Unfavorable) Six Months Ended
June 30,
 Favorable (Unfavorable)
(In millions)2019 2018 2019 vs. 20182019 2018 2019 vs. 2018 2019 2018 2019 vs. 2018
Adjusted pretax operating income (loss) (1)
$(6.1) $(7.6) $1.5
Adjusted pretax operating income (loss) (1) (2)
$(3.5) $(6.4) $2.9
 $(9.6) $(14.0) $4.4
Net premiums earned—insurance1.7
 
 1.7
2.8
 2.4
 0.4
 4.6
 2.4
 2.2
Services revenue33.7
 34.2
 (0.5)40.4
 37.7
 2.7
 74.1
 71.9
 2.2
Cost of services24.6
 23.3
 (1.3)28.0
 24.4
 (3.6) 52.6
 47.6
 (5.0)
Other operating expenses (2) (3)
17.6
 13.5
 (4.1)
Other operating expenses (2)
18.2
 17.0
 (1.2) 35.8
 30.6
 (5.2)
Interest expense
 4.5
 4.5

 4.5
 4.5
 
 8.9
 8.9
     
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(1)Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of the Company’s business segments. See Note 3 of Notes to Unaudited Condensed Consolidated Financial Statements.
(2)Includes allocation of corporate operating expenses of $4.2$4.0 million and $8.1 million for the three-month periodthree and six months ended March 31,June 30, 2019, respectively, and $2.8$3.0 million and $5.8 million for the three-month periodthree and six months ended March 31,June 30, 2018, respectively.
(3)Does not include impairment of long-lived assets and infrequent or unusual non-operating items, which are not considered components of adjusted pretax operating income.
Our Services segment offers a broad array of mortgage, real estate and title services to market participants across the
mortgage and real estate value chain, primarily through our subsidiaries, including Clayton, Green River Capital, Radian Settlement Services and Red Bell. In 2018, we also acquired the businesses of EnTitle Direct and Independent Settlement Services, as well as the assets of Five Bridges, to enhance our Services offerings. In connection with the restructuring of our Services business, we have refined our Services business strategy going forward and are focused on our core mortgage, real estate and title services. These services provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. Effective with our acquisition of EnTitle Direct, we provide title insurance to mortgage lenders as well as directly to borrowers.
Adjusted Pretax Operating Income (Loss). Our Services segment’s adjusted pretax operating loss for the three and six months ended March 31,June 30, 2019 was $6.1$3.5 million and $9.6 million, respectively, compared to adjusted pretax operating loss of $7.6$6.4 million and $14.0 million for the same periodrespective periods in 2018. The decrease in our adjusted pretax operating loss for the three and six months ended March 31,June 30, 2019, as compared to the same periodperiods in 2018, was driven by a decrease in interest expense, partially offset by an increase in other operating expenses resulting from the impact of the businesses acquired in 2018 and the inclusion of other operating expenses for these businesses from their respective dates of acquisition.
Net premiums earned—insurance. Net premiums earned for the three and six months ended March 31,June 30, 2019 increased compared to the same periodperiods in 2018, as a result of the acquisition of EnTitle Directthe title insurance business in March 2018 and the inclusion of its operations.
Services Revenue. Services revenue decreasedincreased for the three and six months ended March 31,June 30, 2019, as compared to the same periods in 2018, primarily due to a decline in mortgage services, partially offset by an increase in real estate services. This decrease in services revenue is primarily attributable to fluctuations in the overall activity in the housing and mortgage finance markets, including a decline in the refinance mortgage origination market for the three months ended March 31, 2019, compared to the same period in 2018, partially offset by the inclusion of revenue from businesses acquired in 2018 since their respective dates of acquisition.
Cost of Services. Our cost of services is primarily affected by our level of services revenue. The level of these costs may also fluctuate if market rates of compensation change, or if there is decreased availability or a loss of qualified employees.


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Other Operating Expenses. Other operating expenses primarily consist of compensation costs not classified as cost of services because they are related to employees, such as sales and corporate employees, who are not directly involved in providing client services. Other operating expenses for the three and six months ended March 31,June 30, 2019 were impacted by businesses acquired in 2018 and the resulting inclusion of other operating expenses for these businesses from their respective dates of acquisition. Other operating expenses also include other selling, general and administrative expenses, depreciation, and allocations of corporate general and administrative expenses. See “Results of Operations—Consolidated—Three and Six Months Ended March 31,June 30, 2019 Compared to Three and Six Months Ended March 31,June 30, 2018—Other Operating Expenses.
Interest Expense. Effective January 1, 2019, the Clayton Intercompany Note was repaid using proceeds from an additional capital contribution from Radian Group. As a result of the intercompany note repayment, the Services segment no longer incurs interest expense on the intercompany note.


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Off-Balance Sheet Arrangements
There have been no material changes in off-balance sheet arrangements from those specified in our 2018 Form 10-K.10-K, other than as described below:
Variable Interest Entity
In April 2019, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1, an unaffiliated special purpose reinsurer domiciled in Bermuda. This reinsurance agreement provides for up to $562.0 million of aggregate excess-of-loss reinsurance coverage for mortgage insurance losses in connection with new defaults on an existing portfolio of eligible Recurring Premium Policies issued between January 1, 2018 and December 31, 2018, with an initial RIF of $10.7 billion. Radian Guaranty and its affiliates have retained the first-loss layer of $267.6 million of aggregate losses, as well as any losses in excess of the outstanding reinsurance coverage amount. Eagle Re 2019-1 is a special purpose VIE that is not consolidated in our consolidated financial statements because we do not have the unilateral power to direct those activities that are significant to its economic performance. For additional information about Eagle Re 2019-1 and our other reinsurance arrangements, see Note 7 in Notes to Unaudited Condensed Consolidated Financial Statements.
Contractual Obligations and Commitments
There have been no material changes outside of the ordinary course of business in our contractual obligations and commitments from those specified in our 2018 Form 10-K.
Liquidity and Capital Resources
Radian Group—Short-Term Liquidity NeedsConsolidated Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities:
(In thousands)Six Months Ended
June 30,
2019 2018
Net cash provided by (used in):   
Operating activities$338,129
 $300,822
Investing activities(144,794) (376,700)
Financing activities(221,215) 84,360
Effect of exchange rate changes on cash and restricted cash(4) (1)
Increase (decrease) in cash and restricted cash$(27,884) $8,481
    
Operating Activities. Our most significant source of operating cash flows is generally from premiums received from our mortgage insurance policies, while our most significant uses of operating cash flows are generally for claims paid on our mortgage insurance policies and our operating expenses. Net cash provided by operating activities totaled $338.1 million for the six months ended June 30, 2019, compared to $300.8 million for the same period in 2018. This increase in net cash provided by operating activities in the six months ended June 30, 2019, compared to the same period in 2018, was principally the result of: (i) an increase in cash received from the IRS, including the remaining $57.2 million refund which was previously on deposit with the IRS; and (ii) a reduction in claims paid in 2019.
Investing Activities. Net cash used in investing activities decreased in the six months ended June 30, 2019, compared to the same period in 2018, primarily as a result of: (i) an increase in proceeds from sales, net of purchases, of fixed-maturity investments available for sale and (ii) an increase in proceeds from sales of trading securities. These changes were partially offset by an increase in net purchases of short-term investments.
Financing Activities. Net cash used in financing activities increased for the six months ended June 30, 2019, as compared to net cash provided by financing activities during the same period in 2018. For the six months ended June 30, 2019, our primary financing activities included: (i) an increase in repurchases of our common shares and (ii) repayments and repurchases of senior notes exceeding related issuances. See Notes 11 and 13 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our debt transactions and share repurchases.
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 insurance and other subsidiaries and does not have any operations of its own. At March 31,June 30, 2019, Radian Group had available, either directly or through an unregulated subsidiary, unrestricted cash and liquid investments of $723.4$878.6 million. Total liquidity as of March 31, 2019 was $990.9 million, and includes our undrawn $267.5 million unsecured revolving credit facility as of that time. Available liquidity and total liquidity at March 31,June 30, 2019 excludeexcludes certain additional cash and liquid investments that have been advanced to Radian Group from our subsidiaries forto pay their allocated share of corporate expenses and interest payments. In addition, these amounts dothis amount does not take into consideration transactions subsequent to March 31,June 30, 2019, including: (i) $90.6$52.5 million in repurchases of Radian Group common stock, excluding commissions, pursuant to the existing share repurchase authorization discussed below and (ii) redemption of the $375remaining $27.0 million distribution of capital fromaggregate principal amount of our Senior Notes due 2020.
In addition to available cash and marketable securities, Radian GuarantyGroup’s principal sources of cash to fund future liquidity needs include payments made to Radian Group.Group under expense- and tax-sharing arrangements with its subsidiaries. Radian Group also has in place a $267.5 million unsecured revolving credit facility with a syndicate of bank lenders. At June 30, 2019,


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the full $267.5 million remains undrawn and available under the facility. See “—Note 13 of Notes to Consolidated Financial Statements in our 2018 Form 10-K for additional information on the unsecured revolving credit facility.
Radian Group’s principal liquidity demands for the next 12 months are: (i) the payment of corporate expenses, including taxes; (ii) interest payments on our outstanding debt obligations; (iii) the payment of dividends on our common stock; (iv) the repurchases of Radian Group common stock pursuant to the share repurchase authorization subsequent to June 30, 2019, as described below; and (v) repayments or repurchases of our debt obligations, including the early redemption of the remaining $27.0 million of aggregate principal amount of our Senior Notes due 2020 on July 25, 2019.
In addition to our short-term liquidity needs discussed above, our most significant needs for liquidity beyond the next 12 months are potential additional capital contributions to our subsidiaries and the repayment of $970 million aggregate principal amount of debt due in future years. See “Sources of Liquidity—Capitalization—Holding Company” below. Radian Group’s liquidity demands for the next 12 months or in future periods could also include: (i) repayments, repurchases or early redemptions of portions of our debt obligations and (ii) potential investments to support our business strategy. 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 Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives. See Note 1211 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details.
If Radian Group’s current sources of liquidity are insufficient for Radian Group to fund its obligations, or 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. On March 20, 2019, Radian Group’s board of directors approved a $150 million increase in authorization for the Company’s existing share repurchase plan, bringing the total authorization to repurchase shares up to $250 million, excluding commissions. During the three months ended March 31, 2019, the Company purchased 1,546,674 shares at an average price of $20.54 per share, including commissions. At March 31,June 30, 2019, purchase authority of up to a maximum of $218.2$52.5 million remained available under this program, which expireswas scheduled to expire on July 31, 2020. Subsequent to March 31,June 30, 2019, Radian Group has purchased ancompleted the repurchase authorization by purchasing additional 4,131,329 shares of its common stock totaling $52.5 million, excluding commissions, which reduced available holding company liquidity from the amount reported above.at June 30, 2019, by the amount of such purchases. Over the course of the program, the Company repurchased a total of 11,258,574 shares, or 5.3% of the shares outstanding at the beginning of the program. See Note 1413 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.
Radian Group’s principal liquidity demands for the next 12 months are: (i) the payment of corporate expenses, including taxes; (ii) the payment of $158.6 million principal amount of our outstanding Senior Notes due in June 2019; (iii) interest payments on our outstanding debt obligations; (iv) the payment of dividends on our common stock; and (v) the potential use of up to $218.2 million to repurchase Radian Group common stock pursuant to the existing share repurchase authorization ($90.6 million of which was used for the purchases made subsequent to March 31, 2019 through May 6, 2019, excluding commissions). Radian Group’s liquidity demands for the next 12 months or in future periods could also include: (i) capital support for Radian Guaranty and our other subsidiaries (if needed); (ii) repayments, repurchases or early redemptions of portions of our debt obligations; and (iii) potential investments to support our business strategy.
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 expenses, including interest payments on most of Radian Group’s outstanding debt obligations. Payments of these corporate expenses for


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the next 12 months, excluding interest payments on Radian Group’s debt, are expected to be approximately $90 million to $100 million. For the same period, payments of interest on Radian Group’s debt obligations are expected to be approximately $51 million. We expect most of these holding company expenses to be reimbursed by our subsidiaries under our expense-sharing arrangements. See “—Radian Group—Long-Term Liquidity Needs” and “—Services.” The expense-sharing arrangements between Radian Group and our insurance subsidiaries, as amended, have been approved by the applicable insurance departments, but such approval may be modified or revoked at any time.
Capital Support for Subsidiaries. Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. Radian Guaranty currently is an approved mortgage insurer and is in compliance with the PMIERs financial requirements. At March 31, 2019, Radian Guaranty’s Available Assets under the current PMIERs financial requirements totaled approximately $3.5 billion, resulting in excess available resources or a “cushion” of $488 million, or 16%, over its Minimum Required Assets of $3.0 billion. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details regarding the capital requirements of our subsidiaries.
While the amount of this cushion could fluctuate on a quarterly basis, we expect it to increase over time based, in part, on our expectations regarding the future financial performance of Radian Guaranty, including our projected NIW, expected decrease in defaults and risk distribution strategy. See Notes 1 and 7 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information about the PMIERs and our reinsurance programs, respectively. Additionally, notwithstanding our cushion, our holding company liquidity of $723.4 million and our $267.5 million unsecured revolving credit facility (both as of March 31, 2019) may be utilized to enhance Radian Guaranty’s PMIERs cushion, as necessary, subject to a $35 million minimum liquidity requirement under our unsecured revolving credit facility. See Note 12 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the unsecured revolving credit facility.


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The chart below summarizes our “cushion” under the PMIERs and Radian’s excess available resources as of March 31, 2018, December 31, 2018 and March 31, 2019, calculated based on the PMIERs financial requirements in effect for each date shown. Our excess available resources include our unsecured revolving credit facility and holding company liquidity, which may be utilized to enhance Radian Guaranty’s PMIERs cushion.
image03pmierscushion0319.jpg
______________________
(1)Represents Radian Group’s Liquidity, net of the $35 million minimum liquidity requirement under the unsecured revolving credit facility. Radian Group’s Liquidity as of December 31, 2018 includes $450 million from the December 2018 distribution of capital to our holding company from its mortgage insurance subsidiary, as approved by the Pennsylvania Insurance Department.
(2)Represents Radian Guaranty’s excess of Available Assets over its Minimum Required Assets, calculated in accordance with the PMIERs financial requirements in effect for each date shown. PMIERs 1.0 was in effect for March 31, 2018 and December 31, 2018; PMIERs 2.0 was in effect for March 31, 2019.
(3)Percentages represent the values shown as a percentage of Minimum Required Assets under the applicable PMIERs financial requirements in effect for the dates shown.
PMIERs 1.0 required Radian to maintain significantly more Minimum Required Assets for delinquent loans than for performing loans. Therefore, the increase in new primary defaults received during 2017 from areas affected by Hurricanes Harvey and Irma required us to maintain an elevated level of Minimum Required Assets at March 31, 2018, compared to levels prior to these hurricanes. As of December 31, 2018, the impact of these hurricanes on our level of our Minimum Required Assets had substantially decreased, consistent with our expectation that most of the hurricane-related defaults would cure during 2018, and these incremental defaults did not result in a material increase in our incurred losses or paid claims. See Note 11 of Notes to Consolidated Financial Statements in our 2018 Form 10-K. Subject to certain requirements, defaulted loans in FEMA-declared major disaster areas require a reduced level of Minimum Required Assets under PMIERs 2.0, as compared to under PMIERs 1.0, which we expect to help reduce the future volatility of our Minimum Required Asset levels upon the occurrence of a similar event.
The two reinsurance agreements we entered into in November 2018 as part of our Excess-of-Loss Program reduced our level of Minimum Required Assets by $455.4 million. This benefit was approximately offset by the distribution of capital from Radian Guaranty to Radian Group in December 2018, which reduced Radian Guaranty’s Available Assets by $450 million. Net cash provided by operating activities also increased Available Assets during 2018 and 2019. See Notes 7 and 16 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.


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The GSEs may amend the PMIERs at any time, although the GSEs have communicated that for material changes, including material changes affecting Minimum Required Assets, they will generally provide written notice 180 days prior to the effective date. The GSEs also have broad discretion to interpret the PMIERs, which could impact the calculation of Radian Guaranty’s Available Assets and/or Minimum Required Assets. On September 27, 2018, the GSEs issued revisions to the PMIERs, or PMIERs 2.0, which became effective on March 31, 2019. These changes did not result in a material change in Radian’s Minimum Required Assets, but, as shown in the chart above, reduced Radian’s PMIERs cushion. The reduction in Radian Guaranty’s PMIERs cushion is primarily due to a reduction in Available Assets of approximately $200 million as a result of the elimination in PMIERs 2.0 of any credit for future premiums for insurance policies written prior to and including 2008, which was permitted under PMIERs 1.0.
In April 2019, Radian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1 that will reduce net RIF by a total of $562.0 million, and is expected to reduce the capital required to be held at Radian Guaranty by reducing the PMIERs Minimum Required Assets by the same amount. This expected growth in PMIERs excess available resources has not been reflected in the information provided above. See “Overview—Other 2019 DevelopmentsReinsurance” for additional information on this new agreement.
In April 2019, the Pennsylvania Insurance Department approved a $375 million distribution of capital from Radian Guaranty to Radian Group, which was paid on April 30, 2019 in the form of cash and marketable securities. This distribution will reduce our PMIERs Available Assets by $375 million. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of this distribution of capital.
Radian Guaranty’s Risk-to-capital as of March 31, 2019 was 13.4 to 1. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for more information. Our combined Risk-to-capital, which represents the consolidated Risk-to-capital measure for all of our Mortgage Insurance subsidiaries, was 12.4 to 1 as of March 31, 2019. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form.
The NAIC is in the process of reviewing the minimum capital and surplus requirements for mortgage insurers and has been considering changes to the Model Act. While the timing and outcome of this process is not known, in the event the NAIC adopts changes to the Model Act, we expect that the capital requirements in states that adopt the new Model Act may increase as a result of the changes. However, we continue to believe the changes to the Model Act will not result in financial requirements that require greater capital than the level currently required under the PMIERs financial requirements.
Title insurance companies, including EnTitle Insurance, are subject to comprehensive state regulations, including minimum net worth requirements. EnTitle Insurance was in compliance with its minimum net worth requirements at March 31, 2019. In the event the cash flow from operations of EnTitle Insurance is not adequate to fund all of its needs, Radian Group may provide additional funds to EnTitle Insurance in the form of an intercompany note or other capital contribution, subject to the approval of the Ohio Department of Insurance, if needed. Radian Group may also provide additional funds to other subsidiaries in our Services segment to help fund their operations, if needed. See also “—Services.” Additional capital support may also be required for potential investments in new business initiatives to support our strategy of growing our businesses.
Dividends. Our quarterly common stock dividend currently is $0.0025 per share and, based on our current outstanding shares of common stock, we would require approximately $2.1 million in the aggregate to pay our quarterly dividends for the next 12 months. Radian Group is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. Delaware corporation law provides that dividends are only payable out of a corporation’s capital surplus or (subject to certain limitations) recent net profits. As of March 31, 2019, our capital surplus was $3.7 billion, representing our dividend limitation under Delaware law.
Sources of Liquidity. Corporate Expenses and Interest ExpenseIn addition to available cash and marketable securities, Radian Group’s principal sources of cash to fund future short-term liquidity needs include payments made to. Radian Group under expense- and tax-sharinghas expense-sharing arrangements in place with its subsidiaries. See also “—Radian Group—Long-Term Liquidity Needs” and “—Services.” 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 receive cash from itsprincipal operating subsidiaries that is in excessrequire those subsidiaries to pay their allocated share of certain holding company expenses, including interest payments on most of Radian Group’s consolidated federal tax payment obligation.outstanding debt obligations. Payments of these corporate expenses for the next 12 months, excluding interest payments on Radian Group’s debt, are expected to be approximately $90 million to $100 million. For 2019, we do notthe same period, payments of interest on Radian Group’s debt obligations are expected to be approximately $41 million. We expect these excess tax payments fromnearly all of our holding company expenses to be reimbursed by our subsidiaries to exceed Radian Group’s federal tax payment obligation to the same extent as in 2018.
In addition to the primary sources of liquidity listed above,under our expense-sharing arrangements. The expense-sharing arrangements between Radian Group has in place a $267.5 million unsecured revolving credit facility with a syndicate of bank lenders. At March 31, 2019,and our insurance subsidiaries, as amended, have been approved by the full $267.5 million remains undrawn andapplicable insurance departments, but such approval may be modified or revoked at any time.


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available underCapitalization—Holding Company
The following table presents our holding company capital structure:
(In thousands) June 30,
2019
 December 31,
2018
Debt:   
5.500% Senior Notes due 2019$
 $158,623
5.250% Senior Notes due 202026,959
 234,126
7.000% Senior Notes due 202170,360
 197,661
4.500% Senior Notes due 2024450,000
 450,000
4.875% Senior Notes due 2027450,000
 
Deferred debt costs on senior notes(14,429) (10,062)
Revolving credit facility
 
Total982,890
 1,030,348
    
Stockholders’ equity3,783,244
 3,488,715
    
Total capitalization$4,766,134
 $4,519,063
    
Debt to Capital Ratio20.6% 22.8%
Radian’s holding company debt-to-capital ratio decreased to 20.6% at June 30, 2019 from 22.8% at December 31, 2018. During the facility. See Note 12second quarter of 2019, we reduced our total debt outstanding and improved our debt maturity profile by completing the following transactions:
repayment at maturity of $158.6 million aggregate principal amount of our Senior Notes to Unaudited Condensed Consolidated Financial Statements for additional information on due 2019;
the unsecured revolving credit facility.issuance of $450 million aggregate principal amount of Senior Notes due 2027; and
If Radian Group’s current sourcestender offers resulting in the purchases of liquidity are insufficient foraggregate principal amounts of $207.2 million and $127.3 million of our Senior Notes due 2020 and 2021, respectively.
On July 25, 2019, Radian Group redeemed the remaining $27.0 million aggregate principal amount of Senior Notes due 2020, in accordance with the terms of the related indenture.
Stockholders’ equity increased by $294.5 million from December 31, 2018 to fund its obligations duringJune 30, 2019. The net increase in stockholders’ equity resulted primarily from: (i) our net income of $337.7 million for the next 12six months or if we otherwise decide to increaseended June 30, 2019 and (ii) net unrealized gains on investments of $149.4 million, partially offset by shares repurchased under our liquidity position, Radian Group may seek additional capital,share repurchase program of $197.6 million, 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.commissions.
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 and financing sources, and consider various measures to improve our capital and liquidity positions, as well as to strengthen our balance sheet and improve Radian Group’s debt maturity profile. 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 Insurance
The principal demands for liquidity in our mortgage insurance business include: (i) the payment of claims and potential claim settlement transactions, net of reinsurance; (ii) operating expenses (including those allocated from Radian Group—Long-Term Liquidity NeedsGroup); (iii) repayments of FHLB advances; and (iv) taxes. The principal sources of liquidity in our mortgage insurance business currently include insurance premiums, net investment income and cash flows from: (i) investment sales and maturities; (ii) FHLB advances; or (iii) capital contributions from Radian Group. We believe that the operating cash flows generated by each of our
In addition

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mortgage insurance subsidiaries will provide these subsidiaries with a substantial portion of the funds necessary to our short-term liquidity needs discussed above, our most significantsatisfy their needs for the foreseeable future.
As of June 30, 2019, our Mortgage Insurance segment maintained claims paying resources of $4.3 billion on a statutory basis, which consists of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves.
Radian Guaranty’s Risk-to-capital as of June 30, 2019 was 14.6 to 1. Our combined Risk-to-capital, which represents the consolidated Risk-to-capital measure for all of our Mortgage Insurance subsidiaries, was 13.3 to 1 as of June 30, 2019. Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form. See Note 15 of Notes to Unaudited Condensed Consolidated Financial Statements for more information.
Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements. At June 30, 2019, Radian Guaranty’s Available Assets under the current PMIERs financial requirements totaled approximately $3.2 billion, resulting in excess available resources or a “cushion” of $660 million, or 26%, over its Minimum Required Assets of $2.6 billion.
The chart below summarizes our “cushion” under the PMIERs and Radian’s excess available resources as of June 30, 2018, December 31, 2018 and June 30, 2019, calculated based on the PMIERs financial requirements in effect for each date shown. Our excess available resources include our unsecured revolving credit facility and holding company liquidity, beyond the next 12 months are:which may be utilized to enhance Radian Guaranty’s PMIERs cushion.
image03pmierscushion0619.jpg
______________________
(1)the repaymentRepresents Radian Group’s Liquidity, net of the following principal amounts in connection with our outstanding Senior Notes (excluding$35 million minimum liquidity requirement under the $158.6unsecured revolving credit facility. Radian Group’s Liquidity as of June 30, 2019 and December 31, 2018 includes $825 million principal amountand $450 million, respectively, from the April 2019 and December 2018 distributions of outstanding debt due in June 2019):capital of $375 million and $450 million, respectively, from Radian Guaranty to Radian Group, as approved by the Pennsylvania Insurance Department.
$234.1 million principal amount of outstanding debt due in June 2020;
$197.7 million principal amount of outstanding debt due in March 2021;
$450.0 million principal amount of outstanding debt due in October 2024; and
(2)potential additional capital contributions to our subsidiaries.Represents Radian Guaranty’s excess of Available Assets over its Minimum Required Assets, calculated in accordance with the PMIERs financial requirements in effect for each date shown. PMIERs 1.0 was in effect for June 30, 2018 and December 31, 2018; PMIERs 2.0 was in effect for June 30, 2019.
(3)Percentages represent the values shown as a percentage of Minimum Required Assets under the applicable PMIERs financial requirements in effect for the dates shown.


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In April 2019, certainRadian Guaranty entered into a fully collateralized reinsurance agreement with Eagle Re 2019-1 that reduced net RIF by a total of our subsidiaries have incurred federal NOLs that could not be carried-back$562.0 million, reducing the PMIERs Minimum Required Assets by the same amount. See “Overview—Quarterly Highlights and utilizedRecent Company Developments” and Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information on this new agreement.
In April 2019, the Pennsylvania Insurance Department approved a separate company tax return basis. As a result, we are not currently obligated under our tax-sharing agreement$375 million Extraordinary Distribution from Radian Guaranty to reimburse these subsidiaries for their separate company federal NOL carryforward. However, if in a future period, one of these subsidiaries utilizes its share of federal NOL carryforwards on a separate entity basis, then Radian Group, may be obligated to fund such subsidiary’s sharewhich was paid on April 30, 2019 in the form of our consolidated tax liability to the IRS. Certain subsidiaries, including Clayton, currently have federal NOLs on a separate entity basis that are available for future utilization. However, we do not expect to fund material obligations related to these subsidiary NOLs. See also “—Radian Group—Short-Term Liquidity Needs—Sources of Liquidity.”
We expect to meet the long-term liquidity needs of Radian Group with a combination of: (i) available cash and marketable securities; (ii) private or public issuances of debt or equity securities, which we may not be able to do on favorable terms, if at all; (iii) cash received under tax- and expense-sharing arrangements withsecurities. This distribution reduced our subsidiaries; (iv) to the extent available, dividends or returns of capital from our subsidiaries; and (v) any amounts that Radian Guaranty is able to successfully repay under the Surplus Note.PMIERs Available Assets by $375 million.
Under Pennsylvania’s insurance laws, ordinary dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus, measured as of the end of the prior fiscal year. Despite the fact that Radian Guaranty and Radian Reinsurance maintained significant positive statutory policyholders’ surplus balances, Radian Guaranty and Radian Reinsurance had negative unassigned surplus at MarchDecember 31, 20192018 of $651.1$701.9 million and $76.6$84.8 million, respectively. Therefore, no ordinary dividends or other distributions can be paid by these subsidiaries in 2019. Due in part to the need to set aside contingency reserves, we do not expect that Radian Guaranty or Radian Reinsurance will have positive unassigned surplus, and therefore we expect that they will not have the ability to pay ordinary dividends for the foreseeable future. Under Pennsylvania’s insurance laws, an insurer may request an Extraordinary Distribution, but payment is subject to the approval of the Pennsylvania Insurance Commissioner. See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
There can also be no assurance that our Services segment will generate sufficient cash flow to pay dividends. See “—Services” below.


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Mortgage Insurance
As of March 31, 2019, our Mortgage Insurance segment maintained claims paying resources of $4.5 billion on a statutory basis, which consists of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves.
The principal demands for liquidity in our mortgage insurance business include: (i) the payment of claims and potential claim settlement transactions, net of reinsurance; (ii) operating expenses (including those allocated from Radian Group) and (iii) taxes. In addition, Radian Guaranty’s Surplus Note to Radian Group has a due date of December 31, 2027. The Surplus Note may be redeemed at any time upon 30 days prior notice, subject to the approval of the Pennsylvania Insurance Department.
In August 2016, Radian Guaranty and Radian Reinsurance becameare both members of the FHLB. As members, they may borrow from the FHLB, subject to certain conditions, which include the need to post collateral and the requirement 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 to purchase additional investment securities that have similar durations, for the purpose of generating additional earnings from our investment securities portfolio with minimal incremental risk. As of March 31,June 30, 2019, there were $108.5$106.4 million of FHLB advances outstanding.
The principal sources of liquidity in our mortgage insurance business currently include insurance premiums, net investment income and cash flows from: (i) investment sales and maturities; (ii) FHLB advances; or (iii) capital contributions from Radian Group. We believe that the operating cash flows generated by each of our mortgage insurance subsidiaries will provide these subsidiaries with a substantial portion of the funds necessary to satisfy their claim payments, operating expenses and taxes for the foreseeable future.
Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain approved insurers of loans purchased by the GSEs. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the current PMIERs financial requirements. See “—Radian Group—Short-Term Liquidity Needs—Capital Support for Subsidiariesand Note 1 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
Securities Lending Agreements. Radian Guaranty and Radian Reinsurance from time to time enter into certain short-term securities lending agreements with third-party Borrowersborrowers for the purpose of increasing the yield on our investment securities portfolio with minimal incremental risk. We have the right to request the return of the loaned securities at any time.
We are indemnified against counterparty credit risk by the intermediary. For additional information on our securities lending agreements, see See Note 5 of Notes to Unaudited Condensed Consolidated Financial Statements.Statements for more information.
Services
As of March 31,June 30, 2019, our Services segment maintained cash and cash equivalents totaling $8.9$7.3 million, which included restricted cash of $1.9$0.1 million.
The principal demands for liquidity in our Effective January 1, 2019, Radian Group recapitalized the Services segment include: (i)with a capital contribution that enabled the payment of employee compensationServices segment to repay its accumulated allocated operating expense and other direct operating expenses; (ii) reimbursementsinterest expense, as well as to repay the Clayton Intercompany Note. While this action had no immediate net impact to Radian Group forGroup’s available liquidity, we expect that the Services segment will now be more likely to satisfy its portionreimbursement obligations in the future. In the event the cash flow from operations of allocated expense; and (iii) dividendsthe Services segment is not adequate to fund all of its needs, Radian Group if any.
The principal sources of liquidity in ourmay provide additional funds to the Services segment are cash generated by operations and, toin the extent necessary,form of a capital contributions from Radian Group.contribution or an intercompany loan.
Liquidity levels may fluctuate depending on the levels and contractual timing of our invoicing and the payment practices of the Services clients, in combination with the timing of Services’ payments for employee compensation and to external vendors. The amount, if any, and timing of the Services segment’s dividend paying capacity will depend primarily on the amount of excess cash flow generated by the segment.
The Services segment has not generated sufficient cash flows to pay dividends to Radian Group. Additionally, while cash flow has been sufficient to pay the Services segment’s direct operating expenses, it has not been sufficient to reimburse Radian Group for its accumulated allocated expenses, including interest expense associated with the Clayton Intercompany Note. Effective January 1, 2019, Radian Group recapitalized the Services segment with a capital contribution that enabled the Services segment to repay its accumulated allocated operating expense and interest expense, as well as to repay the Clayton Intercompany Note. While this action had no immediate net impact to Radian Group’s available liquidity, we expect that the


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Services segment will now be more likely to satisfy its reimbursement obligations in the future. In the event the cash flow from operations of the Services segment is not adequate to fund all of its needs, Radian Group may provide additional funds to the Services segment in the form of a capital contribution or an intercompany note.
Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities:
(In thousands)Three Months Ended
March 31,
2019 2018
Net cash provided by (used in):   
Operating activities$217,778
 $118,447
Investing activities(185,343) (119,740)
Financing activities(11,683) 35,154
Effect of exchange rate changes on cash and restricted cash
 (1)
Increase (decrease) in cash and restricted cash$20,752
 $33,860
    
Operating Activities. Our most significant source of operating cash flows is generally from premiums received from our insurance policies, while our most significant uses of operating cash flows are generally for claims paid on our insured policies and our operating expenses. Net cash provided by operating activities totaled $217.8 million for the three months ended March 31, 2019, compared to $118.4 million for the same period in 2018. This increase in net cash provided by operating activities in the three months ended March 31, 2019, compared to the same period in 2018, was principally the result of: (i) an increase in cash received from the IRS, including the remaining $57.2 million refund which was previously on deposit with the IRS; and (ii) a reduction in claims paid in 2019.
Investing Activities. Net cash used in investing activities increased in the three months ended March 31, 2019, compared to the same period in 2018, primarily as a result of an increase in purchases of short-term investments partially offset by an increase in proceeds, net of purchases, from fixed-maturity investments available for sale.
Financing Activities. Net cash used in financing activities increased for the three months ended March 31, 2019, as compared to net cash provided in financing activities during the same period in 2018. For the three months ended March 31, 2019, our primary financing activities included an increase in purchases of our common shares.
See “Item 1. Financial Statements (Unaudited)—Condensed Consolidated Statements of Cash Flows (Unaudited)” for additional information.
Stockholders’ Equity
Stockholders’ equity increased by $221.4 million from December 31, 2018 to March 31, 2019. The net increase in stockholders’ equity resulted primarily from: (i) our net income of $171.0 million for the three months ended March 31, 2019 and (ii) net unrealized gains on investments of $78.4 million, partially offset by shares repurchased under our share repurchase program of $31.8 million, including commissions. See Note 14 of Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
During the first three months of 2019, Radian’s holding company debt-to-capital ratio decreased to 21.7% at March 31, 2019 from 22.8% at December 31, 2018 and 25.2% at March 31, 2018.


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Ratings
Radian Group, Radian Guaranty and Radian Reinsurance have been assigned the ratings set forth in the chart below. We believe that ratings often are considered by others in assessing our credit strength and the financial strength of our primary mortgage insurance subsidiaries. The following ratings have been independently assigned by third-party statistical rating organizations, are for informational purposes only and are subject to change.
 
Moody’s (1)
 
S&P (2)
Radian GroupBa2 BB+
Radian GuarantyBaa2 BBB+
Radian ReinsuranceN/A BBB+
______________________
(1)Based on the October 1, 2018 update, Moody’s outlook for Radian Group and Radian Guaranty currently is Stable.
(2)Based on the October 11, 2018 update, S&P’s outlook for Radian Group, Radian Guaranty and Radian Reinsurance is currently Stable.
Critical Accounting Policies
As of the filing date of this report, there were no significant changes in our critical accounting policies from those discussed in our 2018 Form 10-K, other than described below. See Note 1 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.
Leases
We determine if an arrangement includes a lease at inception. A right of useIf it does, we recognize a right-of-use asset and lease liability is recognized for operating leases and is included in other assets and other liabilities, respectively, in our condensed consolidated balance sheet at March 31, 2019.sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and leaseare recognized net of any payments made or received from the lessor. Lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Right of use assets are recognized net of any payments made or received from the lessor. In determining the net present value of lease payments, we use our incremental


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borrowing rate based on the information available at the lease commencement date or as of our date of adoption, January 1, 2019.
Lease expense is recognized on a straight-line basis over the expected lease term. For lease agreements entered into after the adoption of this accounting standardASU 2016-02 that include lease and non-lease components, such components are generally not accounted for separately. For our building leases, as a result of us having elected to adopt the package of practical expedients permitted under the transition guidance, we account for the lease and non-lease components, such as common area maintenance charges, as a single lease component. We have elected the short-term exemption for contracts with lease terms of 12 months or less. Prior period amounts continue to be reported in accordance with our historic accounting under previous lease guidance.
Our lease agreements primarily relate to operating leases for office space we use in our operations. Certain of our leases include renewal options and/or termination options that we did not consider in the determination of the right-of-use asset or the lease liability as we did not considerbelieve it was reasonably certain that we would exercise such options. Our lease agreements do not contain any variable lease payments, material residual value guarantees or material restrictive covenants. We do not have material sublease agreements. As of March 31,June 30, 2019, there were no leases whichthat had not yet commenced but that createcreated significant rights and obligations for us.
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 interest rates, credit spreads, equity prices, and foreign currency exchange rates. The primary market risks in our investment portfolio are interest-rate risk and credit-spread risk, namely the fair value sensitivity of our fixed income securities to changes in interest rates and credit spreads, respectively. 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.
Our market risk exposures at March 31,June 30, 2019 have not materially changed from those identified in our 2018 Form 10-K.


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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 March 31,June 30, 2019, 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 March 31,June 30, 2019, 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 March 31,June 30, 2019, 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.


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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are routinely involved in a number of legal actions and proceedings, including litigation and other disputes arising in the ordinary course of our business.
On December 22, 2016, Ocwen Loan Servicing, LLC and Homeward Residential, Inc. (collectively, “Ocwen”) filed a complaint in the U.S. District Court for the Eastern District of Pennsylvania against Radian Guaranty alleging breach of contract and bad faith claims and seeking monetary damages and declaratory relief. Ocwen has also initiated similar legal proceedings against several other mortgage insurers. On December 17, 2016, Ocwen separately filed a parallel arbitration petition against Radian Guaranty before the American Arbitration Association (“AAA”) asserting substantially the same allegations (the “Arbitration”). Ocwen’s filings together listed 9,420 mortgage insurance certificates issued under multiple insurance policies, including Pool Insurance policies, as subject to the dispute. On June 5, 2017, Ocwen filed an amended complaint and an amended petition (collectively, the “Amended Filings”) with both the court and the AAA, respectively, together listing 8,870 certificates as subject to the dispute. On April 11, 2018, the parties entered into a confidential agreement with respect to all certificates subject to the dispute. The confidential agreement resolved certain categories of claims involved in the dispute and, on April 12, 2018, the parties filed a stipulation of voluntary dismissal of the federal court proceeding and the trial judge issued an Order dismissing all claims and counterclaims subject to the parties’ agreement. Radian Guaranty was not required to make any payment in connection with this confidential agreement. Pursuant to the confidential agreement, the parties: (1) dismissed the federal court proceeding; (2) narrowed the scope of the dispute to Ocwen’s breach of contract claims seeking payment of insurance benefits on approximately 2,500 certificates that Ocwen was previously pursuing through the Amended Filings; and (3) agreed to resolve the remaining dispute through the Arbitration. The Arbitration is proceeding and Radian Guaranty believes that Ocwen’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and planscontinues to defend theseagainst Ocwen’s claims vigorously. We are not able to estimate a reasonably possible loss, if any, or range of loss in this matter because of the current stage of the Arbitration.
On August 31, 2018, Nationstar Mortgage LLC d/b/a Mr. Cooper (“Nationstar”) filed a complaint in the U.S. District Court for the Eastern District of Pennsylvania against Radian Guaranty (the “Complaint”) alleging breach of contract, bad faith, unjust enrichment and conversion claims and seeking monetary damages and declaratory relief. The Complaint lists 3,014 mortgage insurance certificates issued under multiple insurance policies as subject to disputes involving insurance coverage decisions. The Complaint further lists 2,231 mortgage insurance certificates issued under multiple insurance policies as subject to disputes involving premium refund requests. Radian Guaranty believes that Nationstar’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and plans to defend against these claims vigorously. In December 2018, Radian Guaranty filed a motion to dismiss the Complaint. In March 2019, the trial judge issued an Order granting in part, and denying in part, our motion to dismiss, and dismissed Nationstar’s unjust enrichment and conversion claims. In May 2019, Radian Guaranty filed an answer, with affirmative defenses and counterclaims, in response to the Complaint. We are not able
In the second quarter of 2019, the Company increased its IBNR reserve estimate by $19.4 million related to our best estimate a reasonably possible loss, if any, or range of our probable loss in this matter becauseconnection with the above legal proceedings. While Radian believes it has substantial defenses in these matters and intends to continue to defend against these claims vigorously, it is not feasible to predict the ultimate outcome of these disputes, and the preliminary stageCompany could in the future be required to pay amounts as a result of the litigation.settlements or decisions in these matters, potentially in excess of accruals.
We also are periodically subject to reviews and audits, as well as inquiries, information-gathering requests and investigations. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business.
The legal and regulatory matters discussed above and in our 2018 Form 10-K 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 such actions will not have a material adverse effect on our consolidated financial condition. However, theThe outcome of litigation and other legal and regulatory matters and proceedings is inherently uncertain, and it is possible that one or more of the matters currently pending or threatened could have an unanticipated adverse effect on our liquidity, financial condition or results of operations for any particular period.
Item 1A. Risk Factors.
There have been no material changes to our risk factors from those previously disclosed in our 2018 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 and six months ended March 31,June 30, 2019, 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 March 31,June 30, 2019.
Issuer Purchases of Equity Securities
($ in thousands, except per-share amounts)              
Period
Total Number of Shares Purchased (1)
 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
Total Number of Shares Purchased (1)
 Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2)
Share repurchase program              
1/1/2019 to 1/31/20192,460
 $19.23
 
 $100,000
2/1/2019 to 2/28/201911,269
 $21.04
 
 $100,000
3/1/2019 to 3/31/20191,554,871
 $20.54
 1,546,674
 $218,249
4/1/2019 to 4/30/20194,133,652
 $21.94
 4,131,329
 $127,652
5/1/2019 to 5/31/20192,153,016
 $22.52
 1,890,979
 $85,164
6/1/2019 to 6/30/20191,452,156
 $22.58
 1,448,024
 $52,488
Total1,568,600
   1,546,674
 
7,738,824
   7,470,332
 
              
______________________
(1)Includes 21,926268,492 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)On March 20, 2019, Radian Group’s board of directors approved a $150 million increase in authorization for the Company’s existing share repurchase plan, bringing the total authorization to repurchase shares up to $250 million, excluding commissions. Pursuant to this authorization, during the three months ended March 31,June 30, 2019, we purchased a total of 1,546,6747,470,332 shares at an average price of $20.54$22.20 per share, including commissions. This share repurchase program expires on July 31, 2020. See Note 1413 of Notes to Unaudited Condensed Consolidated Financial Statements for additional details on our share repurchase program.


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Item 6. Exhibits
Exhibit No. Exhibit Name
   
3.14.1 
   
3.24.2 
4.3
10.1
   
*31 
   
**32 
   
*101101.INS Pursuant to Rule 405 of Regulation S-T,Inline XBRL Instance Document - the following financial information from Radian Group Inc.’s Quarterly Report on Form 10-Q forinstance document does not appear in the quarter ended March 31, 2019 is formattedInteractive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCHInline XBRL Taxonomy Extension Schema Document
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
*104Cover Page Interactive Data File (formatted as Inline XBRL and contained in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018; (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2019 and 2018; (iv) Condensed Consolidated Statements of Changes in Common Stockholders’ Equity for the three months ended March 31, 2019 and 2018; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018; and (vi) the Notes to Unaudited Condensed Consolidated Financial Statements.Exhibit 101.INS)
______________________
+  Management contract, compensatory plan or arrangement.
*   Filed herewith.
** Furnished herewith.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 Radian Group Inc.
  
May 8,August 6, 2019
/s/    J. FRANKLIN HALL
 J. Franklin Hall
 Senior Executive Vice President, Chief Financial Officer
  
 
/s/    ROBERT J. QUIGLEY
 Robert J. Quigley
 Senior Vice President, Controller


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