UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~June~~September 30, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number 001-36174

NMI Holdings, Inc.

(Exact name of registrant as specified in its charter)



DELAWARE		45-4914248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2100 Powell Street, Emeryville, CA		94608
(Address of principal executive offices)		(Zip Code)

(855) 530-6642

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer ox	Non-accelerated filer xo	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

The number of shares of common stock, $0.01 par value per share, of the registrant outstanding on ~~July 31,~~October 28, 2015 was ~~58,740,100~~58,743,867 shares.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "believe," "can," "could," "may," "predict," "potential," "should," "will," "estimate," "plan," "project," "continuing," "ongoing," "expect," "intend" or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. All forward looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. You are, therefore, cautioned not to place undue reliance on such statements which should be read in conjunction with the other cautionary statements that are included elsewhere in this report. Further, any forward looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. We have based these forward looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, operating results, business strategy and financial needs. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward looking statements including, but not limited to:

our limited operating history;

our future profitability, liquidity and capital resources;

developments in the world's financial and capital markets and our access to such markets;

retention of our existing certificates of authority in each state and the District of Columbia (D.C.) and our ability to remain a mortgage insurer in good standing in each state and D.C.;

changes in the business practices of Fannie Mae and Freddie Mac (collectively, the GSEs), including ~~adoption and~~ implementation of the new Private Mortgage Insurer Eligibility Requirements (PMIERs) or decisions ~~to decrease~~that have the impact of decreasing or ~~discontinue~~discontinuing the use of mortgage ~~insurance;~~insurance as credit enhancement;

our ability to remain a qualified mortgage insurer under the PMIERs and other requirements imposed by the GSEs, which they may change at any time;

actions of existing competitors, including governmental agencies like the Federal Housing Administration (FHA) and the Veterans Administration (VA), and potential market entry by new competitors;

adoption of new or changes to existing laws and regulations or their enforcement and implementation by ~~regulators, including (1)~~ regulators;

changes to the GSEs' role in the secondary mortgage market or other changes that could affect the residential mortgage industry generally or mortgage insurance in particular; ~~and (2)~~

potential future lawsuits, investigations or inquiries or resolution of current inquiries, including a June 2015 letter from the Wisconsin Office of the Commissioner of Insurance (Wisconsin OCI) requesting that each MImortgage insurance company, including ~~NMIC,~~National Mortgage Insurance Corporation, respond to a number of inquiries related to whether the company has offered customized terms or rates;

changes in general economic, market and political conditions and policies, interest rates, inflation and investment results or other conditions that affect the housing market or the markets for home mortgages or mortgage insurance;

our ability to implement our business strategy, including our ability to write mortgage insurance on high quality low down payment residential mortgage loans, implement successfully and on a timely basis, complex infrastructure, systems, procedures, and internal controls to support our business and regulatory and reporting requirements of the insurance industry;

our ability to attract and retain a diverse customer base, including the largest mortgage originators;

failure of risk management or pricing or investment ~~strategy;~~strategies;

emergence of unexpected claim and coverage issues, including claims exceeding our reserves or amounts we had expected to experience;

failure to maintain, improve and continue to develop necessary information technology systems or the failure of technology providers to perform; and

ability to recruit, train and retain key personnel.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should

refer to Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations" and elsewhere in this report on Form 10-Q, including the exhibits ~~hereto,~~hereto. In addition, for additional discussion of those risks and uncertainties that have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner, you should review the "Risk Factors" detailed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as updated in Part II, Item 1A of ~~this report~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and as subsequently updated in ~~our subsequent quarterly and~~ other reports ~~filed~~we file from time to time with the U.S. Securities and Exchange Commission (SEC).

Unless expressly indicated or the context requires otherwise, the terms "we," "our," "us" and "Company" in this document refer to NMI Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries on a consolidated basis.

PART I

Item 1. Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2015 and December 31, 2014	6
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014	7
Condensed Consolidated Statements of Changes in Shareholders' Equity for the ~~six~~nine months ended ~~June~~September 30, 2015 and the year ended December 31, 2014	8
Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014	9
Notes to Condensed Consolidated Financial Statements	10

NMI HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
Assets	(In Thousands, except for share data)						(In Thousands, except for share data)
Fixed maturities, available-for-sale, at fair value (amortized cost of $371,759 and $337,718 as of June 30, 2015 and December 31, 2014, respectively)	$	370,042		$	336,501
Fixed maturities, available-for-sale, at fair value (amortized cost of $316,639 and $337,718 as of September 30, 2015 and December 31, 2014, respectively)							$	314,455		$	336,501
Cash and cash equivalents	64,301			103,021			132,791			103,021
Premiums receivable	2,758			1,048			3,986			1,048
Accrued investment income	1,928			1,707			1,679			1,707
Prepaid expenses	1,869			2,054			1,783			2,054
Deferred policy acquisition costs, net	8,218			2,985			12,181			2,985
Software and equipment, net	13,284			11,806			13,902			11,806
Intangible assets and goodwill	3,634			3,634			3,634			3,634
Other assets	55			509			2,486			509
Total assets	$	466,089		$	463,265		$	486,897		$	463,265

Liabilities
Unearned premiums	$	39,545		$	22,069		$	62,072		$	22,069
Reserve for insurance claims and claim expenses	181			83			358			83
Accounts payable and accrued expenses	12,309			10,646			14,230			10,646
Warrant liability, at fair value	2,230			3,372			1,899			3,372
Deferred tax liability	137			137			137			137
Total liabilities	54,402			36,307			78,696			36,307
Commitments and contingencies

Shareholders' equity
Common stock - class A shares, $0.01 par value; 58,740,100 and 58,428,548 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively (250,000,000 shares authorized)	587			584
Common stock - class A shares, $0.01 par value; 58,743,867 and 58,428,548 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively (250,000,000 shares authorized)							587			584
Additional paid-in capital	566,310			562,911			568,090			562,911
Accumulated other comprehensive loss, net of tax	(4,107		)	(3,607		)	(4,574		)	(3,607		)
Accumulated deficit	(151,103		)	(132,930		)	(155,902		)	(132,930		)
Total shareholders' equity	411,687			426,958			408,201			426,958
Total liabilities and shareholders' equity	$	466,089		$	463,265		$	486,897		$	463,265

See accompanying notes to consolidated financial statements.

NMI HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)


	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Revenues	(In Thousands, except for share data)												(In Thousands, except for share data)
Net premiums written	$	20,347		$	5,051		33,268			10,229			$	35,360		$	9,661		$	68,629		$	19,890
Increase in unearned premiums	(11,491		)	(2,958		)	(17,476		)	(6,232		)	(22,526		)	(5,761		)	(40,003		)	(11,993		)
Net premiums earned	8,856			2,093			15,792			3,997			12,834			3,900			28,626			7,897
Net investment income	1,688			1,468			3,283			2,957			1,884			1,342			5,168			4,299
Net realized investment gains	354			—			967			—
Net realized investment (losses) gains													(15		)	134			952			134
Total revenues	10,898			3,561			20,042			6,954			14,703			5,376			34,746			12,330
Expenses
Insurance claims and claims expenses	(6		)	28			98			28			181			(26		)	279			2
Underwriting and operating expenses	20,910			18,637			39,259			37,938			19,653			17,895			58,912			55,833
Total expenses	20,904			18,665			39,357			37,966			19,834			17,869			59,191			55,835
Other (loss) income
(Loss) gain from change in fair value of warrant liability	(106		)	952			1,142			1,769
Other income
Gain from change in fair value of warrant liability													332			1,240			1,473			3,009
Gain from settlement of warrants	—			—			—			37			—			—			—			37
Loss before income taxes	(10,112		)	(14,152		)	(18,173		)	(29,206		)	(4,799		)	(11,253		)	(22,972		)	(40,459		)
Income tax expense (benefit)	241			(1,297		)	—			(1,297		)
Income tax benefit													—			(277		)	—			(1,574		)
Net loss	$	(10,353	)	$	(12,855	)	$	(18,173	)	$	(27,909	)	$	(4,799	)	$	(10,976	)	$	(22,972	)	$	(38,885	)

Net loss per share
Basic and diluted loss per share	$	(0.18	)	$	(0.22	)	$	(0.31	)	$	(0.48	)	$	(0.08	)	$	(0.19	)	$	(0.39	)	$	(0.67	)
Weighted average common shares outstanding	58,720,095			58,289,801			58,603,644			58,176,181			58,741,328			58,363,334			58,650,043			58,239,251


Net loss	$	(10,353	)	$	(12,855	)	$	(18,173	)	$	(27,909	)	$	(4,799	)	$	(10,976	)	$	(22,972	)	$	(38,885	)
Other comprehensive (loss) income, net of tax:
Net unrealized (losses) gains in accumulated other comprehensive loss, net of tax (benefit) expense of ($1,431) and $2,664 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $2,664 for the six months ended June 30, 2015 and 2014, respectively	(2,205		)	840			467			3,874
Reclassification adjustment for gains included in net loss, net of tax expense of $0, and $0 for the three months ended June 30, 2015 and 2014, respectively, and $0 and $0 for the six months ended June 30, 2015 and 2014, respectively	(354		)	—			(967		)	—
Net unrealized (losses) gains in accumulated other comprehensive loss, net of tax (benefit) expense of $0 and ($488) for the three months ended September 30, 2015 and 2014, respectively, and $0 and $2,176 for the nine months ended September 30, 2015 and 2014, respectively													(483		)	(709		)	(15		)	3,165
Reclassification adjustment for losses (gains) included in net loss, net of tax expense of $0, and $0 for the three months ended September 30, 2015 and 2014, respectively, and $0 and $0 for the nine months ended September 30, 2015 and 2014, respectively													15			—			(952		)	—
Other comprehensive (loss) income, net of tax	(2,559		)	840			(500		)	3,874			(468		)	(709		)	(967		)	3,165
Comprehensive loss	$	(12,912	)	$	(12,015	)	$	(18,673	)	$	(24,035	)	$	(5,267	)	$	(11,685	)	$	(23,939	)	$	(35,720	)

See accompanying notes to consolidated financial statements.

NMI HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)


	Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total			Common Stock - Class A			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total
	Class A		Class B														Shares	Amount
	(In Thousands)																(In Thousands)
Balances, January 1, 2014	$	581	$	—	$	553,707		$	(7,047	)	$	(84,024	)	$	463,217		58,052,480	$	581	$	553,707		$	(7,047	)	$	(84,024	)	$	463,217
Common stock: class A shares issued under related to warrants	*		—		13			—			—			13			1,115	*		13			—			—			13
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes	3		—		11			—			—			14			374,953	3		11			—			—			14
Share-based compensation expense	—		—		9,180			—			—			9,180			—	—		9,180			—			—			9,180
Change in unrealized investment gains/losses, net of tax of $2,390	—		—		—			3,440			—			3,440			—	—		—			3,440			—			3,440
Net loss	—		—		—			—			(48,906		)	(48,906		)	—	—		—			—			(48,906		)	(48,906		)
Balances, December 31, 2014	584		—		562,911			(3,607		)	(132,930		)	426,958			58,428,548	584		562,911			(3,607		)	(132,930		)	426,958
Common stock: class A shares issued under stock plans, net of shares withheld from employee taxes	3		—		(674		)	—			—			(671		)
Common stock: class A shares issued under stock plans, net of shares withheld for employee taxes																	315,319	3		(682		)	—			—			(679		)
Share-based compensation expense	—		—		4,073			—			—			4,073			—	—		5,861			—			—			5,861
Change in unrealized investment gains/losses, net of tax of $0	—		—		—			(500		)	—			(500		)	—	—		—			(967		)	—			(967		)
Net loss	—		—		—			—			(18,173		)	(18,173		)	—	—		—			—			(22,972		)	(22,972		)
Balances, June 30, 2015	$	587	$	—	$	566,310		$	(4,107	)	$	(151,103	)	$	411,687
Balances, September 30, 2015																	58,743,867	$	587	$	568,090		$	(4,574	)	$	(155,902	)	$	408,201


*	During 2014, we issued 1,115 common shares with a par value of $0.01 related to the exercise of warrants, which is not identifiable in this schedule due to rounding.

See accompanying notes to consolidated financial statements.

NMI HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the six months ended June 30,						For the nine months ended September 30,
	2015			2014			2015			2014
Cash flows from operating activities	(In Thousands)						(In Thousands)
Net loss	$	(18,173	)	$	(27,909	)	$	(22,972	)	$	(38,885	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net realized investment gains	(967		)	—			(952		)	(134		)
Gain from change in fair value of warrant liability	(1,142		)	(1,769		)	(1,473		)	(3,009		)
Depreciation and other amortization	2,525			4,270			3,646			6,603
Share-based compensation expense	4,085			4,701			5,895			6,874
Noncash intraperiod tax allocation	—			(1,297		)	—			(1,574		)
Changes in operating assets and liabilities:
Accrued investment income	(221		)	12			28			708
Premiums receivable	(1,710		)	(124		)	(2,938		)	(383		)
Prepaid expenses	185			380			271			422
Deferred policy acquisition costs, net	(5,233		)	(961		)	(9,196		)	(1,561		)
Other assets	454			7			453			(612		)
Unearned premiums	17,476			6,232			40,003			11,993
Reserve for insurance claims and claims expenses	98			28			275			2
Accounts payable and accrued expenses	1,256			(1,558		)	3,131			3
Net cash used in operating activities	(1,367		)	(17,988		)
Net cash provided by (used in) operating activities							16,171			(19,553		)
Cash flows from investing activities
Purchase of fixed-maturity investments, available-for-sale	(108,973		)	(110		)	(111,215		)	(4,359		)
Proceeds from redemptions, maturities and sale of fixed-maturity investments, available-for-sale	75,067			1,133			129,666			112,132
Purchase of software and equipment	(2,769		)	(4,270		)	(4,173		)	(6,641		)
Net cash used in investing activities	(36,675		)	(3,247		)
Net cash provided by investing activities							14,278			101,132
Cash flows from financing activities
Issuance of common stock	402			1,086			415			1,086
Taxes paid related to net share settlement of equity awards	(1,080		)	(1,072		)	(1,094		)	(1,072		)
Gain from settlement of warrants	—			(37		)	—			(37		)
Net cash used in financing activities	(678		)	(23		)	(679		)	(23		)

Net decrease in cash and cash equivalents	(38,720		)	(21,258		)
Net increase in cash and cash equivalents							29,770			81,556
Cash and cash equivalents, beginning of period	103,021			55,929			103,021			55,929
Cash and cash equivalents, end of period	$	64,301		$	34,671		$	132,791		$	137,485

See accompanying notes to consolidated financial statements.

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization and Basis of Presentation

NMI Holdings, Inc. (NMIH) is a Delaware corporation, incorporated in May 2011, to provide private mortgage guaranty insurance (which we refer to as mortgage insurance or MI) through its wholly owned insurance subsidiaries, National Mortgage Insurance Corporation (NMIC) and National Mortgage Reinsurance Inc One (Re One). Freddie Mac and Fannie Mae each approved NMIC as an eligible mortgage insurer, on January 15, 2013 and January 16, 2013, respectively, which approvals are conditioned upon NMIC maintaining certain conditions, generally through the end of 2015 (GSE Approval). In April 2013, NMIC, our primary insurance subsidiary, wrote our first mortgage insurance policy. ~~In April 2014,~~ NMIC ~~became~~is fully licensed to write mortgage insurance in all 50 states and D.C. In August 2015, NMIH capitalized with $0.5 million a wholly owned subsidiary, NMI Services, Inc., through which we expect to offer outsourced loan review services to mortgage loan originators starting in the ~~District~~fourth quarter of ~~Columbia.~~2015.

As of ~~June~~September 30, 2015, we had ~~$7.2~~$10.6 billion of primary insurance in force (IIF) and ~~$4.5~~$4.3 billion of pool IIF, with ~~$1.7~~$2.6 billion of primary risk-in-force (RIF) and $93.1 million of pool RIF.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements, which include the results of NMIH and its wholly owned subsidiaries, have been prepared in accordance with the instructions to Form 10-Q as prescribed by the SEC for interim reporting and include other information and disclosures required by accounting principles generally accepted in the U.S. (GAAP). Our accounts are maintained in U.S. dollars. These statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2014 included in our Annual Report on Form 10-K. All intercompany transactions have been eliminated. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities as of the balance sheet date. Estimates also affect the reported amounts of income and expenses for the reporting period. Actual results could differ from those estimates. The results of operations for the interim period may not be indicative of the results that may be expected for the full year ending December 31, 2015.

Earnings per Share

Basic net loss per share is based on the weighted-average number of common shares outstanding, while diluted net loss per share is based on the weighted-average number of common shares outstanding and common stock equivalents that would be issuable upon the exercise of stock options, other share-based compensation arrangements, and the dilutive effect of outstanding warrants. As a result of our net losses for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, ~~6,835,296 shares~~6,311,956 and 5,854,306, ~~shares,~~ respectively, of our common stock equivalents we issued under share-based compensation arrangements and warrants ~~respectively,~~ were not included in the calculation of diluted net loss per share as of such dates because they were anti-dilutive.

Deferred Policy Acquisition Costs

Costs directly associated with the successful acquisition of mortgage insurance policies, consisting of certain selling expenses and other policy issuance and underwriting expenses, are initially deferred and reported as deferred policy acquisition costs (DAC). For each book year of business, these costs are amortized to expense in proportion to estimated gross profits over the estimated life of the policies. Total amortization of DAC for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 were ~~$866 thousand~~$1.8 million and ~~$61~~$108 thousand, respectively.

Premium Deficiency Reserves

We consider whether a premium deficiency exists at each fiscal quarter using best estimate assumptions as of the testing date. Per Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 944, a premium deficiency reserve shall be recognized if the sum of expected claim costs and claim adjustment expenses, expected dividends to policyholders, unamortized acquisition costs, and maintenance costs exceeds related unearned premiums and anticipated investment income. We have determined that no premium deficiency reserves were necessary for the ~~six~~nine months ended ~~June~~September 30, 2015 or 2014.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). This update is intended to provide a consistent approach in recognizing revenue. In accordance with the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ~~The~~In August 2015, ASU 2015-14 deferred the provisions of ~~this update are~~ASU 2014-09 to be effective for interim and annual periods

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

beginning after December 15, 2017. The Company is currently evaluating the impact the adoption of this ASU will have on the consolidated financial statements.

~~NMI HOLDINGS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Reclassifications

Certain items in the financial statements as of ~~June~~September 30, 2015 and for the periods ended ~~June~~September 30, 2014 have been reclassified to conform to the current period's presentation. There was no effect on net income or shareholders' equity previously reported.

2. Investments

We have designated our investment portfolio as available-for-sale and report it at fair value. The related unrealized gains and losses are, after considering the related tax expense or benefit, recognized as a component of accumulated other comprehensive loss in shareholders' equity. Net realized investment gains and losses are reported in income based upon specific identification of securities sold.

Fair Values and Gross Unrealized Gains and Losses on Investments


	Amortized Cost		Gross Unrealized					Fair Value		Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value		Amortized Cost		Gains		Losses			Fair Value
As of June 30, 2015	(In Thousands)
As of September 30, 2015										(In Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	$	88,140	$	46	$	(503	)	$	87,683	$	68,243	$	86	$	(106	)	$	68,223
Municipal debt securities	14,505		16		(111		)	14,410		11,001		7		(24		)	10,984
Corporate debt securities	205,102		489		(1,953		)	203,638		179,650		486		(2,793		)	177,343
Asset-backed securities	64,012		396		(97		)	64,311		57,745		288		(128		)	57,905
Total investments	$	371,759	$	947	$	(2,664	)	$	370,042	$	316,639	$	867	$	(3,051	)	$	314,455



	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value
As of December 31, 2014	(In Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	$	68,911	$	7	$	(573	)	$	68,345
Municipal debt securities	12,009		27		(73		)	11,963
Corporate debt securities	200,358		883		(1,456		)	199,785
Asset-backed securities	56,440		222		(254		)	56,408
Total investments	$	337,718	$	1,139	$	(2,356	)	$	336,501

Scheduled Maturities

The amortized cost and fair values of available for sale securities at ~~June~~September 30, 2015 and December 31, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Because most asset-backed securities provide for periodic payments throughout their lives, they are listed below in separate categories.


As of June 30, 2015	Amortized Cost		Fair Value
As of September 30, 2015					Amortized Cost		Fair Value
	(In Thousands)				(In Thousands)
Due in one year or less	$	26,560	$	26,602	$	17,951	$	17,971
Due after one through five years	172,307		172,088		149,970		150,086
Due after five through ten years	96,168		94,472		72,232		70,149
Due after ten years	12,712		12,569		18,741		18,344
Asset-backed securities	64,012		64,311		57,745		57,905
Total investments	$	371,759	$	370,042	$	316,639	$	314,455

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



As of December 31, 2014	Amortized Cost		Fair Value
	(In Thousands)
Due in one year or less	$	6,110	$	6,125
Due after one through five years	195,492		194,472
Due after five through ten years	54,360		53,891
Due after ten years	25,316		25,605
Asset-backed securities	56,440		56,408
Total investments	$	337,718	$	336,501

~~Net Realized Investment Gains (Losses) on Investments~~

Gross realized gains were $0.4 million and $1.3 million for the three and six months ended June 30, 2015, respectively. Gross realized losses were $0.1 million and $0.3 million, respectively, for the three and six months ended June 30, 2015. There were no realized investment gains or losses for the three and six months ended June 30, 2014.

Aging of Unrealized Losses

At ~~June~~September 30, 2015, the investment portfolio had gross unrealized losses of $~~2.7~~3.1 million, $0.5 million of which has been in an unrealized loss position for a period of 12 months or greater. We did not consider these securities to be other-than-temporarily impaired as of ~~June~~September 30, 2015. We based our conclusion that these investments were not other-than-temporarily impaired at ~~June~~September 30, 2015 on the following facts: (i) the unrealized losses were primarily caused by interest rate movements since the purchase date; (ii) we do not intend to sell these investments; and (iii) we do not believe that it is more likely than not that we will be required to sell these investments before recovery of our amortized cost basis, which may not occur until maturity. For those securities in an unrealized loss position, the length of time the securities were in such a position is as follows:


	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
As of June 30, 2015		(Dollars in Thousands)
As of September 30, 2015																				(Dollars in Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	7	$	31,697	$	(398	)	6	$	22,443	$	(105	)	13	$	54,140	$	(503	)	2	$	12,740	$	(57	)	4	$	19,990	$	(49	)	6	$	32,730	$	(106	)
Municipal debt securities	2	5,666		(84		)	1	1,723		(27		)	3	7,389		(111		)	—	—		—			2	4,976		(24		)	2	4,976		(24		)
Corporate debt securities	35	117,616		(1,601		)	5	13,585		(352		)	40	131,201		(1,953		)	34	96,420		(2,473		)	5	13,589		(320		)	39	110,009		(2,793		)
Assets-backed securities	7	13,503		(53		)	3	9,320		(44		)	10	22,823		(97		)	5	8,773		(71		)	3	9,273		(57		)	8	18,046		(128		)
Total investments	51	$	168,482	$	(2,136	)	15	$	47,071	$	(528	)	66	$	215,553	$	(2,664	)	41	$	117,933	$	(2,601	)	14	$	47,828	$	(450	)	55	$	165,761	$	(3,051	)



	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
As of December 31, 2014		(Dollars in Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	4	$	7,228	$	(33	)	10	$	49,884	$	(540	)	14	$	57,112	$	(573	)
Municipal debt securities	1	3,232		(18		)	1	1,695		(55		)	2	4,927		(73		)
Corporate debt securities	26	60,334		(559		)	22	65,806		(897		)	48	126,140		(1,456		)
Assets-backed securities	3	10,614		(57		)	4	20,047		(197		)	7	30,661		(254		)
Total investments	34	$	81,408	$	(667	)	37	$	137,432	$	(1,689	)	71	$	218,840	$	(2,356	)

~~NMI HOLDINGS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Net Investment Income

For the three and ~~six~~nine months ended ~~June~~September 30, 2015, net investment income was comprised of ~~$1.8~~$2.0 million and ~~$3.5 million of investment income from fixed maturities and $0.1 million and $0.2 million of investment expenses, respectively, compared to $1.6 million and $3.2~~$5.5 million of investment income from fixed maturities and $0.1 million and $0.3 million of investment expenses, respectively, compared to $1.5 million and $4.7 million of investment income from fixed maturities and $0.1 million and $0.4 million of investment expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively.

As of ~~June~~September 30, 2015 and December 31, 2014, there were approximately $7.0 million of cash and investments in the form of U.S. Treasury securities on deposit with various state insurance departments to satisfy regulatory requirements.

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net Realized Investment Gains (Losses)



	For the three months ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014
	(In Thousands)
Gross realized investment gains	$	266		$	566		$	1,526		$	566
Gross realized investment losses	(281		)	(432		)	(574		)	(432		)
Net realized investment (losses) gains	$	(15	)	$	134		$	952		$	134

3. Fair Value of Financial Instruments

The following is a list of those assets and liabilities that are measured at fair value by hierarchy level:


	Fair Value Measurements Using								Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
As of June 30, 2015	(In Thousands)
As of September 30, 2015									(In Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	$	58,337	$	29,346	$	—	$	87,683	$	41,404	$	26,819	$	—	$	68,223
Municipal debt securities	—		14,410		—		14,410		—		10,984		—		10,984
Corporate debt securities	—		203,638		—		203,638		—		177,343		—		177,343
Asset-backed securities	—		64,311		—		64,311		—		57,905		—		57,905
Cash and cash equivalents	64,301		—		—		64,301		132,791		—		—		132,791
Total assets	$	122,638	$	311,705	$	—	$	434,343	$	174,195	$	273,051	$	—	$	447,246
Warrant liability	$	—	$	—	$	2,230	$	2,230	$	—	$	—	$	1,899	$	1,899
Total liabilities	$	—	$	—	$	2,230	$	2,230	$	—	$	—	$	1,899	$	1,899



	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
As of December 31, 2014	(In Thousands)
U.S. Treasury securities and obligations of U.S. government agencies	$	39,176	$	29,169	$	—	$	68,345
Municipal debt securities	—		11,963		—		11,963
Corporate debt securities	—		199,785		—		199,785
Asset-backed securities	—		56,408		—		56,408
Cash and cash equivalents	103,021		—		—		103,021
Total assets	$	142,197	$	297,325	$	—	$	439,522
Warrant liability	$	—	$	—	$	3,372	$	3,372
Total liabilities	$	—	$	—	$	3,372	$	3,372

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following is a roll-forward of Level 3 liabilities measured at fair value:


	For the six months ended June 30,						For the nine months ended September 30,
Warrant Liability	2015			2014			2015			2014
	(In Thousands)						(In Thousands)
Balance, January 1	$	3,372		$	6,371		$	3,372		$	6,371
Change in fair value of warrant liability included in earnings	(1,142		)	(1,769		)	(1,473		)	(3,009		)
Issuance of common stock on warrant exercise	—			(13		)	—			(13		)
Gain on settlement of warrants	—			(37		)	—			(37		)
Balance, June 30	$	2,230		$	4,552
Balance, September 30							$	1,899		$	3,312

We revalue the warrant liability quarterly using a Black-Scholes option-pricing model, in combination with a binomial model, and we value the pricing protection features within the warrants using a Monte-Carlo simulation model. As of ~~June~~September 30, 2015, the assumptions used in the option-pricing model were as follows: a common stock price as of ~~June~~September 30, 2015 of ~~$8.02,~~$7.60, risk free interest rate of ~~1.88%~~1.56%, expected life of ~~6.19~~6.00 years, expected volatility of 32.7% and a dividend yield of 0%. The change in fair value is primarily attributable to a decline in the price of our common stock from December 31, 2014 to ~~June~~September 30, 2015.

4. Reserves for Insurance Claims and Claims Expenses

We establish claim reserves to recognize the estimated liability for insurance claims and claim expenses related to defaults on insured mortgage loans. Our method, consistent with industry practice, is to establish claim reserves only for loans in default. Our claim reserves also include amounts for estimated claims incurred on loans that have been in default for at least 60 days that have not yet been reported to us by the servicers, often referred to as IBNR. As of September 30, 2015, we have established reserves for insurance claims of $358 thousand for twenty primary loans in default. We settled our first primary claim in July 2015 for $4 thousand.

In 2013, we entered into a pool insurance agreement with Fannie Mae. We only establish claim or IBNR reserves for pool risk if we expect claims to exceed the deductible under the pool agreement, which represents the amount of claims absorbed by Fannie Mae before we are obligated to pay any claims. At ~~June~~September 30, 2015, ~~thirty-eight~~thirty-six loans in the pool were past due by sixty days or more. These ~~thirty-eight~~thirty-six loans represent approximately ~~$2.1~~$2.4 million in RIF. Due to the remaining deductible of $10.3 million, the level of notices of default (NODs) reported through ~~June~~September 30, 2015 and the expected severity (all loans in the pool have loan-to-value ratios (LTVs) under 80%), we have not established any pool reserves for claims or IBNR for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014. In connection with settlement of pool claims, we applied $18 thousand to the pool deductible through September 30, 2015. We have not paid any pool claims ~~or applied any amounts~~ to ~~the deductible through June 30, 2015.~~date.

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table provides a reconciliation of the beginning and ending reserve balances for primary insurance claims and claims expenses:


	For the six months ended June 30,					For the nine months ended September 30,
	2015			2014		2015			2014
	(In Thousands)					(In Thousands)
Reserve at beginning of period	$	83		$	—
Balance, January 1						$	83		$	—

Claims incurred:
Claims and claim expenses incurred:
Current year	139			28		358			2
Prior years	(41		)	—		(79		)	—
Total claims incurred	98			28		279			2

Claims paid:
Claims and claim expenses paid:
Current year	—			—		—			—
Prior years	—			—		4			—
Total claims paid	—			—		4			—

Reserve at end of period	$	181		$	28
Balance, September 30						$	358		$	2

There was a ~~$41~~$79 thousand favorable prior year development during the ~~six~~nine months ended ~~June~~September 30, 2015. ~~Reserves~~There were no reserves remaining for defaults occurring in prior years as of ~~June~~September 30, 2015 ~~for prior years are $42 thousand~~ as a result of ~~re-estimation of unpaid claims.~~NOD cures and claim payments. The decrease in the period is generally the result of ongoing analysis of recent loss development trends. We may increase or decrease our original estimates as we learn additional information about individual defaults and claims.

5. Warrants

In April 2012, we issued 992,000 warrants with an aggregate fair value of $5.1 million upon the completion of a private placement of our securities and in conjunction with the acquisition of our insurance subsidiaries. Each warrant gives the holder thereof the right to purchase one share of common stock at an exercise price equal to $10.00.

Upon exercise of these warrants, the amounts are reclassified from warrant liability to additional paid-in capital. During the first quarter of 2014, 7,790 warrants were exercised and we issued 1,115 Class A common shares via a cashless exercise. Upon exercise we recognized a gain of approximately $37 thousand. No warrants ~~were~~have been exercised ~~during~~for the ~~first half of~~nine months ended September 30, 2015.

We account for these warrants to purchase our common shares in accordance with ASC 470-20, Debt with Conversion and Other Options and ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity.

6. Income Taxes

We are a U.S. taxpayer and are subject to a statutory U.S. federal corporate income tax rate of 35%. Our holding company files a consolidated U.S. federal and various state income tax returns on behalf of itself and its subsidiaries. Our effective income tax rate on our pre-tax loss was ~~(2.4)%~~0.0% for the three months ended ~~June~~September 30, 2015, compared to ~~9.2%~~2.5% for the comparable 2014 period. Our effective income tax rate on our pre-tax loss was 0.0% for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to ~~4.4%~~3.9% for the comparable 2014 period.

~~The income tax provision of $0 for~~ During those periods, the six months ended June 30, 2015 is related to the net tax effects of unrealized gains credited for the three months ended March 31, 2015 and losses debited for the three months ended June 30, 2015 to other comprehensive income (OCI). Generally, the amount of tax expense or benefit allocated to continuing operations is determined without regard to the tax effects of other categories of income or loss, such as OCI. However, an exception to the general rule is provided in ASC 740-20-45-7 when there is a pre-tax loss from continuing operations and there are items charged or credited to other categories, including OCI, in the current year. The intraperiod tax allocation rules related to items charged or credited directly to OCI can result in disproportionate tax effects that remain in OCI until certain events occur. As a result of net unrealized losses to OCI during the

~~NMI HOLDINGS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~six months ended June 30, 2015, this exception was not applicable. Other~~ benefits from income taxes were eliminated or reduced by the recognition of a full valuation allowance which was recorded to reflect the amount of the deferred taxes that may not be realized.

NMI HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Statutory Information

NMIC and Re One's combined statutory net loss, statutory surplus, ~~and~~ contingency reserve and risk-to-capital (RTC) ratios were as follows:


As of and for the six months ended June 30, 2015 and as of and for the year ended December 31, 2014	June 30, 2015			December 31, 2014
As of and for the nine months and year ended September 30, 2015 and December 31, 2014, respectively							September 30, 2015			December 31, 2014
	(In Thousands)						(In Thousands)
Statutory net loss	$	(26,153	)	$	(47,961	)	$	(38,591	)	$	(47,961	)
Statutory surplus	210,581			236,738			201,140			236,738
Contingency reserve	17,296			9,401			23,714			9,401
Risk-to-Capital							11.8:1			3.6:1

As of June 30, 2015, NMIC had $1.6 billion in total RIF with a risk-to-capital (RTC) ratio of 7.7:1, significantly below the GSE and state imposed financial requirements. As of June 30, 2014, NMIC had $270.9 million of RIF, resulting in a RTC ratio of 1.5:1. The RTC calculation for each of our insurance subsidiaries, as well as our combined RTC calculation, is presented below.

As of June 30, 2015 NMIC Re One Combined
(In Thousands)
Primary risk-in-force ⁽¹⁾

Direct $ 1,714,914
$ —
$ 1,714,914
Assumed —
154,468
154,468
Ceded (154,468 ) —
(154,468 )
Total primary risk-in-force 1,560,446
154,468
1,714,914
Pool risk-in-force ⁽²⁾

Direct 93,090
—
93,090
Assumed —
24,705
24,705
Ceded (24,705 ) —
(24,705 )
Total pool risk-in-force 68,385
24,705
93,090
Total risk-in-force $ 1,628,831
$ 179,173
$ 1,808,004

Statutory policyholders' surplus $ 197,396
$ 13,185
$ 210,581
Statutory contingency reserve 15,307
1,989
17,296
Total statutory policyholders' position $ 212,703
$ 15,174
$ 227,877

Risk-to-Capital ⁽³⁾
7.7:1
11.8:1
7.9:1


⁽¹⁾	~~Primary RIF excludes risk on policies that are currently in default and for which loss reserves have been established.~~


⁽²⁾	~~Pool RIF is equal to the aggregate stop loss less a deductible.~~


⁽³⁾	~~Represents total RIF divided by statutory policyholders' position which is the metric by which the majority of state insurance regulators will assess our capital adequacy.~~

NMIH is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware, such as NMIH. Delaware corporation law provides that dividends are only payable out of a corporation's capital surplus or recent net profits (subject to certain limitations). Since inception, NMIC has not paid any dividends to NMIH. As NMIC had a statutory net loss for the year ended December 31, 2014, NMIC cannot pay any dividends to NMIH through December 31, 2015, without the prior approval of the Wisconsin OCI. Additionally, NMIC will not be permitted to pay dividends to NMIH until after December 31, 2015 as a condition of GSE Approval or until January 2016 under agreements with various state insurance regulators.

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

The following analysis should be read in conjunction with our unaudited consolidated financial statements and the notes thereto included in this report and our audited financial statements, notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2014, for a more complete understanding of our financial position and results of operations. In addition, investors should review the "Cautionary Note Regarding Forward-Looking Statements" above and the "Risk Factors" detailed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as updated in Part II, Item 1A of ~~this report,~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and as subsequently updated in reports we file with the SEC, for a discussion of those risks and uncertainties that have the potential to affect our business, financial condition, results of operations, cash flows or prospects in a material and adverse manner. Our results of operations for interim periods are not necessarily indicative of results to be expected for ~~the~~a full fiscal year or for any other period.

Overview

We provide MI through our insurance subsidiaries. Our primary insurance subsidiary, NMIC, is a qualified MI provider on loans purchased by the GSEs and is licensed in all 50 states and D.C. to issue mortgage insurance. Our reinsurance subsidiary, Re One, solely provides reinsurance to NMIC on certain loans insured by NMIC ~~as described in~~ ~~Note 7, Statutory Information, above.~~to meet state statutory coverage limits. Our stock trades on the NASDAQ under the symbol "NMIH."

MI protects mortgage lenders from all or a portion of default-related losses on residential mortgage loans made to home buyers who generally make down payments of less than 20% of the home's purchase price. By protecting lenders and investors from credit losses, we help facilitate the availability of mortgages to prospective, primarily first-time, U.S. home buyers, thus promoting homeownership while protecting lenders and investors against potential losses related to a borrower's default. MI also facilitates the sale of these mortgage loans in the secondary mortgage market, most of which are sold to the GSEs. We are one of seven companies in the U.S. who offer MI. Our business strategy is to become a leading national MI company with our principal focus on writing insurance on high quality, low down payment residential mortgages in the U.S.

We ~~are a fully operational MI company, with $7.2~~had $10.6 billion of primary IIF and ~~$4.5~~$4.3 billion of pool IIF as of ~~June~~September 30, 2015, compared to $3.4 billion of primary IIF and $4.7 billion of pool IIF as of December 31, 2014. As of ~~June~~September 30, 2015, ~~the Company had~~our primary RIF ~~of $1.7~~was $2.6 billion compared to primary RIF of $801.6 million as of December 31, 2014. Pool RIF was $93.1 million as of ~~June~~September 30, 2015 and December 31, 2014.

We discuss below our results of operations for the periods presented, as well as the conditions and trends that have impacted or are expected to impact our business, including customer development, new business writings, the composition of our insurance portfolio and other factors that we expect to impact our results.

Our headquarters are located in Emeryville, California and our website is www.nationalmi.com. Our website and the information contained on or accessible through our website are not incorporated by reference into this report.

Conditions and Trends Impacting Our Business

Customer Development

Our sales and marketing strategy is focused on increasing market share from existing customers and attracting new mortgage originator customers in the U.S. ~~Our customers fall into two distinct categories, which we refer to as "National Accounts" and "Regional Accounts."~~ Since we started MI operations in April 2013, we have significantly increased our customer base and market share, and we expect to continue to acquire new ~~National~~customers and ~~Regional Account~~increase our market share with existing customers. We had ~~842~~906 master policy holders as of ~~June~~September 30, 2015, compared to ~~570~~664 as of ~~June~~September 30, 2014. Of those master policy holders, ~~340~~391 or ~~40%~~43% were generating new insurance written (NIW) in the ~~second~~third quarter of 2015, compared to 94180 or ~~16%~~27%, generating NIW in the ~~second~~third quarter of 2014.

New Insurance Written, Insurance in Force and ~~Risk in Force~~Premiums

Primary insurance may be written on a flow basis, in which loans are insured in individual, loan-by-loan transactions, or may be written on ~~a non-flow (aggregated)~~an aggregated basis, in which each loan in a portfolio of loans is individually insured in a single transaction. MI may also be written in a pool policy, where a group of loans (or pool) are insured under a single contract. Pool insurance may have a stated aggregate loss limit for a pool of loans and may also have a deductible under which no losses are paid by the insurer until losses on the pool of loans exceed the deductible. In our industry, a "book" is a group of loans that an MI company insures in a particular period, normally a calendar year.

The table below shows primary and pool IIF, NIW and premiums written and earned. Single NIW and IIF includes policies written on an aggregated and flow basis.



Primary and pool IIF and NIW	As of and for the quarter ended								For the nine months ended
	September 30, 2015				June 30, 2015				September 30, 2015
	IIF		NIW		IIF		NIW		NIW
	(In Thousands)
Monthly	$	5,087,431	$	1,581,617	$	3,616,951	$	1,460,166	$	3,960,480
Single	5,514,061		2,051,123		3,573,463		1,088,349		3,916,917
Primary	10,601,492		3,632,740		7,190,414		2,548,515		7,877,397

Pool	4,339,508		—		4,475,653		—		—
Total	$	14,941,000	$	3,632,740	$	11,666,067	$	2,548,515	$	7,877,397



Primary and pool premiums written and earned	For the quarter ended
	September 30, 2015		June 30, 2015
	(In Thousands)
Net premiums written	$	35,360	$	20,347
Net premiums earned	12,834		8,856

Primary NIW increased 43% from the second quarter as a result of an increase in our primary flow business for the quarter ended September 30, 2015. Single NIW increased 88% over the second quarter of 2015 due to greater lender demand for our single premium mortgage insurance products. Single premiums written on an aggregated basis were 19% of total NIW in the third quarter, down from 24% in the prior quarter.

We set premiums at the time a policy is issued based on our expectations regarding likely performance over the term of coverage. Premium rates are impacted by the risk characteristics of each insured loan and by capital required to support particular products. Capital charges for lender-paid policies will increase in 2016 pursuant to recently issued GSE capital requirements. See "Conditions and Trends Impacting our Business - GSE Oversight - GSE PMIERs", below. We expect our product mix and the average premium rate we charge on our monthly primary flow MI policies to be comparable with the industry in general. Premiums written and earned in a year are generally influenced by NIW, pricing and persistency. Additionally, premiums earned are influenced by the amortization of earnings over the policy life in accordance with the expiration of risk for policies covering more than one year.

In general, the majority of any underwriting profit (i.e., the earned premium revenue minus claims and expenses, excluding investment income) that a book generates occurs in the early years of the book, with the largest portion of the underwriting profit for that book realized in the first year. This pattern generally occurs because relatively few of the claims that a book will ultimately experience typically occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments), and by increasing losses. The earnings we record and the cash flow we receive vary based on the type of MI product and premium plan our customers select. We offer monthly, annual and single premium payment plans. The level of competition within the private MI industry has been intense and is not expected to diminish. Lenders are requesting discounts from mortgage insurers with greater frequency, particularly with respect to lender paid mortgage insurance single premium policies. If the percentage of our new business represented by single premium policies continues to remain at elevated levels or if we reduce prices in response to future price competition, our premium yields could decrease.

Portfolio Statistics

The table below shows primary NIW, IIF, RIF, policies in force, the weighted average coverage and loans in default, by quarter, for the last five quarters.



Primary portfolio trends	As of and for the quarter ended
	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014
	(Dollars in Thousands)
New insurance written	$	3,632,740		$	2,548,515		$	1,696,142		$	1,692,187		$	974,910
Insurance in force ⁽¹⁾	$	10,601,492		$	7,190,414		$	4,835,248		$	3,369,664		$	1,812,956
Risk in force ⁽¹⁾	$	2,553,347		$	1,715,442		$	1,145,602		$	801,561		$	435,722
Policies in force⁽¹⁾	46,175			31,682			21,225			14,603			7,628
Weighted average coverage ⁽²⁾	24.1		%	23.9		%	23.7		%	23.8		%	24.0		%
Loans in default (count)	20			9			6			4			—
Risk in force on defaulted loans	$	962		$	528		$	350		$	208		$	—


⁽¹⁾	Reported as of the end of the period.


⁽²⁾	End of period RIF divided by IIF.

We utilize certain risk principles that form the basis of how we underwrite and originate primary NIW. We manage our portfolio credit risk by using several loan eligibility matrices which prescribe the maximum LTV, minimum borrower credit score, maximum loan size, property type and occupancy status of loans that we will insure. Our loan eligibility matrices, as well as all of our detailed underwriting guidelines, are contained in our Underwriting Guideline Manual that is publicly available on our website. Our eligibility criteria and underwriting guidelines are designed to mitigate the layered risk inherent in a single insurance policy. "Layered risk" refers to the accumulation of borrower, loan and property risk. For example, we have higher credit score and lower maximum allowed LTV requirements for riskier property types, such as investor properties, compared to owner-occupied properties.

We monitor the concentrations of ~~the~~ various risk attributes in our insurance portfolio. ~~Our primary IIF and RIF, as of June 30, 2015, were made up of approximately 62% and 61%, respectively, of loans to borrowers who had credit scores at or above 740.~~ Generally, insuring loans made to borrowers with higher credit scores tends to result in a lower frequency of ~~claims.~~claims than with loans made to borrowers with lower credit scores. As of September 30, 2015, our primary IIF and RIF were made up of approximately 63% and 62%, respectively, of loans to borrowers who had credit scores at or above 740. Our primary weighted average FICO for NIW in the quarter ended September 30, 2015 was 751. Additionally, as of ~~June~~September 30, 2015, all loans in our insurance portfolio ~~are~~were full documentation loans, and approximately 2%3% of our RIF iswas on loans above 95% LTV.

~~The table below shows~~ Our primary ~~NIW, IIF, RIF, policies in force, the~~ weighted average ~~coverage and loans in default, by quarter,~~LTV for ~~the last five quarters.~~

Primary portfolio trends As of and for the Quarter Ended
June 30, 2015 March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014
(Dollars in Thousands)
New insurance written $ 2,548,515
$ 1,696,142
$ 1,692,187
$ 974,910
$ 429,944
Insurance in force ⁽¹⁾
$ 7,190,414
$ 4,835,248
$ 3,369,664
$ 1,812,956
$ 939,753
Risk in force ⁽¹⁾
$ 1,715,442
$ 1,145,602
$ 801,561
$ 435,722
$ 220,949
Policies in force⁽¹⁾
31,682
21,225
14,603
7,628
3,865
Weighted average coverage ⁽²⁾
23.9 % 23.7 % 23.8 % 24.0 % 23.5 %
Loans in default (count) 9
6
4
—
1
Risk in force on defaulted loans $ 528
$ 350
$ 208
$ —
$ 100


⁽¹⁾	~~Reported as of the end of the period.~~


⁽²⁾	~~End of period RIF divided by IIF.~~

~~The table below shows primary and pool IIF, NIW and premiums written and earned.~~

Primary and pool IIF and NIW As of and for the quarter ended
June 30, 2015 March 31, 2015
IIF NIW IIF NIW
(In Thousands)
Monthly $ 3,616,951
$ 1,460,166
$ 2,258,776
$ 918,697
Single 1,155,482
485,252
680,880
235,517
Aggregated single 2,417,981
603,097
1,895,592
541,928
Total primary $ 7,190,414
$ 2,548,515
$ 4,835,248
$ 1,696,142

Pool 4,475,653
—
4,621,346
—
Total $ 11,666,067
$ 2,548,515
$ 9,456,594
$ 1,696,142

Primary and pool premiums written and earned For the quarter ended
June 30, 2015 March 31, 2015
(In Thousands)
Net premiums written $ 20,347
$ 12,921
Net premiums earned 8,856
6,936

~~Flow monthly and single NIW increased 59% and 106%, respectively, over the first quarter of 2015. Aggregated single NIW increased 11% from the first quarter of 2015 and represented 24% of total~~ NIW in the second quarter of 2015, down from 32% of total NIW in the first quarter of 2015. We intend to continue to focus our sales efforts on expanding market share in our primary flow business and expect aggregated single NIW as a percentage of total NIW to continue to decline.

~~Premiums written increased to~~ ~~$20.3 million~~ ~~for the~~ quarter ended ~~June~~September 30, 2015 ~~from~~ ~~$12.9 million~~ ~~for the quarter ended~~ ~~March 31, 2015~~ ~~as a result of the increase in NIW for all primary product types. Premiums earned increased to~~ ~~$8.9 million~~ ~~for the quarter ended~~ ~~June 30, 2015~~ ~~from $6.9 million for the quarter ended~~ ~~March 31, 2015~~ as a result of higher monthly and flow single NIW and the continued growth of our IIF, and to a lesser extent, cancellations of single premium policies in the second quarter of 2015. We earned $769 thousand from cancellations of single premium policies for the quarter ended ~~June 30, 2015, compared to $1.4 million for the quarter ended~~ ~~March 31, 2015. The decrease in cancellations reflects a decrease in refinance activity driven by increases in interest rates during the quarter.~~

~~The tables below show the primary weighted average FICO and the weighted average LTV, by policy type, for the quarter in which the policy~~ was ~~originated.~~

Weighted Average FICO
June 30, 2015 March 31, 2015 June 30, 2014
Monthly 742
740
747
Single 756
749
746
Aggregated single 763
774
758

Weighted Average LTV
June 30, 2015 March 31, 2015 June 30, 2014
Monthly 92 % 91 % 93 %
Single 91
91
93
Aggregated single 89
88
90

91%.

The table below reflects a summary of the change in total primary IIF for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014.


Primary IIF	For the three months ended June 30,				For the six months ended June 30,				For the three months ended September 30,						For the nine months ended September 30,
	2015		2014		2015		2014		2015			2014			2015			2014
	(In Thousands)				(In Thousands)				(In Thousands)
IIF, beginning of period	4,835,248		514,796		3,369,664		161,731		$	7,190,414		$	939,753		$	3,369,664		$	161,731
NIW	2,548,515		429,944		4,244,657		784,257		3,632,740			974,910			7,877,397			1,759,167
Cancellations and other reductions	(193,349	)	(4,987	)	(423,907	)	(6,235	)	(221,662		)	(101,707		)	(645,569		)	(107,942		)
IIF, end of period	7,190,414		939,753		7,190,414		939,753		$	10,601,492		$	1,812,956		$	10,601,492		$	1,812,956

~~The~~Our persistency rate is the percentage of IIF that remains on our books after any twelve-month ~~period is defined as our persistency rate.~~period. Because our insurance premiums are earned over the life of a policy, changes in persistency rates can have a significant impact on our ~~profitability.~~earnings. The persistency rate on our portfolio was ~~71.7%~~77.3% at ~~June~~September 30, 2015. ~~The~~In recent quarters, we have experienced high ~~volume~~volumes of single premium policy cancellations ~~as discussed previously,~~driven by refinance activity, which has contributed to lower persistency than generally expected. We believe single premium policy cancellations will decrease as interest rates rise.

The table below reflects a summary of our primary IIF and RIF by book year.


Primary IIF and RIF	As of June 30, 2015		As of September 30, 2015
	IIF	RIF	IIF		RIF
	(In Thousands)		(In Thousands)
2015, through June 30, 2015	4,191,649	997,998
2015, through September 30, 2015			$	7,725,632	$	1,862,737
2014	2,915,538	698,016	2,800,015		672,745
2013	83,227	19,428	75,845		17,865
Total	7,190,414	1,715,442	$	10,601,492	$	2,553,347

The table below reflects our total primary IIF, RIF and ~~RIF~~average loan size, by FICO.


	As of June 30, 2015								As of September 30, 2015
Primary IIF and RIF	IIF				RIF
Primary									IIF				RIF				Average primary loan size
	(Dollars in Thousands)								(Dollars in Thousands)
>= 740	$	4,476,199	62.3	%	$	1,048,651	61.1	%	$	6,673,029	63.0	%	$	1,587,567	62.2	%	$	237
680 - 739	2,409,995		33.5		593,075		34.6		3,492,541		32.9		859,823		33.7		221
620 - 679	304,220		4.2		73,716		4.3		435,922		4.1		105,957		4.1		205
<= 619	—		—		—		—		—		—		—		—		—
Total	$	7,190,414	100.0	%	$	1,715,442	100.0	%	$	10,601,492	100.0	%	$	2,553,347	100.0	%

The ~~tables~~table below ~~reflect our average primary loan size by FICO and~~reflects the percentage of our primary RIF by loan type.

June 30, 2015 December 31, 2014
Average primary loan size by FICO (In Thousands)
>= 740 $ 233
$ 236
680 - 739 219
225
620 - 679 203
205
<= 619 —
—

Percentage of RIF by loan type Primary Pool
As of June 30, 2015
Fixed 97.1 % 100.0 %
Adjustable rate mortgages:
Less than five years —
—
Five years and longer 2.9
—
Total 100.0 % 100.0 %



Percentage of Primary RIF by loan type	As of September 30, 2015

Fixed	97.5	%
Adjustable rate mortgages:
Less than five years	—
Five years and longer	2.5
Total	100.0	%

As of September 30, 2015, 100% of our pool RIF was comprised of insurance on fixed rate mortgages.

The following table reflects the percentage and policy count of our RIF by LTV. We calculate the LTV of a loan as a percentage of the original loan amount to the original value of the property securing the loan. In general, the lower the LTV the lower the likelihood of a default, and for loans that default, a lower LTV generally results in a lower severity for ~~any~~a resulting claim, as the borrower has more equity in the property.


Total RIF by LTV	Primary					Pool					As of September 30, 2015
	RIF		% of Total LTV		Policy Count	RIF		% of Total LTV		Policy Count	% of Total RIF		Policy Count
As of June 30, 2015	(Dollars in Thousands)
Primary
95.01% and above	$	35,966	2.1	%	680	$	—	—	%	—	3.1	%	1,520
90.01% to 95.00%	926,987		54.0		14,681	—		—		—	54.5		21,808
85.01% to 90.00%	597,954		34.9		10,417	—		—		—	34.0		14,803
80.01% to 85.00%	154,521		9.0		5,903	—		—		—	8.4		8,043
80.00% and below	14		—		1	93,090		100.0		19,784	—		1
Total RIF	$	1,715,442	100.0	%	31,682	$	93,090	100.0	%	19,784
Total primary											100.0	%	46,175
Pool
80.00% and below											100.0	%	19,296
Total pool											100.0	%	19,296

Geographic Dispersion

The following tables show the distribution by state of our IIF and RIF, for both primary and pool insurance. As of ~~June~~September 30, 2015, our IIF and RIF continues to be relatively more concentrated in California, primarily as a result of the location and timing of the acquisition of new customers. With the broadening of our customer base, the concentration of primary IIF and RIF in California has declined from over 16% for both as of the end of 2014, to ~~14.1%~~14.0% and ~~13.6%~~13.2%, respectively, as of ~~June~~September 30, 2015. The distribution of risk across the states as of ~~June~~September 30, 2015 is not necessarily representative of the geographic distribution we expect in the future. ~~We expect to~~As we add ~~a significant number of~~ new customers ~~as we grow~~ and receive greater allocations of business from our existing customers, ~~consequently providing~~we expect we will have increased flexibility to manage our state concentration levels.


Top 10 primary IIF and RIF by state	Top 10 primary IIF and RIF by state	IIF		RIF		Top 10 primary IIF and RIF by state	IIF		RIF
As of June 30, 2015
As of September 30, 2015						As of September 30, 2015
1.	California	14.1	%	13.6	%	California	14.0	%	13.2	%
2.	Texas	7.0		7.4		Texas	6.9		7.1
3.	Florida	5.2		5.3		Florida	5.2		5.4
4.	Michigan	4.7		4.8		Michigan	4.5		4.6
5.	Colorado	4.2		4.2		Colorado	4.3		4.3
6.	Ohio	3.7		3.9		Virginia	4.0		3.9
7.	New Jersey	3.7		3.3		Pennsylvania	3.8		3.9
8.	Pennsylvania	3.6		3.6		New Jersey	3.7		3.4
9.	Arizona	3.6		3.7		Ohio	3.6		3.8
10.	North Carolina	3.5		3.5		Arizona	3.5		3.6
	Total	53.3	%	53.3	%	Total	53.5	%	53.2	%


Top 10 pool IIF and RIF by state	Top 10 pool IIF and RIF by state	IIF		RIF		Top 10 pool IIF and RIF by state	IIF		RIF
As of June 30, 2015
As of September 30, 2015						As of September 30, 2015
1.	California	28.3	%	27.7	%	California	28.4	%	27.8	%
2.	Texas	5.3		5.4		Texas	5.3		5.4
3.	Colorado	3.9		3.8		Washington	3.8		3.8
4.	Washington	3.9		3.8		Colorado	3.8		3.8
5.	Massachusetts	3.7		3.7		Massachusetts	3.7		3.6
6.	Illinois	3.7		3.7		Illinois	3.7		3.7
7.	Virginia	3.7		3.7		Virginia	3.6		3.6
8.	New York	2.8		2.9		New York	2.9		2.9
9.	New Jersey	2.8		2.8		New Jersey	2.8		2.8
10.	Florida	2.7		2.8		Florida	2.8		2.8
	Total	60.8	%	60.3	%	Total	60.8	%	60.2	%

~~Premiums Written and Earned~~

We set premiums at the time a policy is issued based on our expectations regarding likely performance over the term of coverage. We expect the average premium rate we charge on our monthly primary flow MI policies to be comparable with the rates charged by the industry in general. Premiums written and earned in a year are generally influenced by NIW, price and persistency. Additionally, premiums earned are influenced by the amortization of earnings over the policy life in accordance with the expiration of risk for policies covering more than one year.

~~In general, the majority of any underwriting profit (i.e.~~, the earned premium revenue minus claims and expenses, excluding investment income) that a book generates occurs in the early years of the book, with the largest portion of the underwriting profit for that book realized in the first year. This pattern generally occurs because relatively few of the claims that a book will ultimately experience typically occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments), and by increasing losses. The earnings we record and the cash flow we receive varies based on the type of MI product and premium plan our customers select. We offer monthly, annual and single premium payment plans. The level of competition within the private MI industry has been intense and is not expected to diminish. Lenders are requesting discounts from mortgage insurers with greater frequency, particularly with respect to lender paid mortgage insurance single premium policies. If the percentage of our new business represented by single premium policies continues to remain at elevated levels or if we reduce prices in response to future price competition, our premium yields could decrease.

Reserve for Insurance Claims

Claims incurred is the current expense that is booked within a particular period to reflect actual and estimated claim payments that we believe will ultimately be made as a result of insured loans that are in default. We do not recognize an estimate of claim expense for loans that are not in default. As of ~~June~~September 30, 2015, we have established reserves for insurance claims of ~~$181~~$358 thousand for our ~~nine~~twenty primary loans in default compared to a reserve of ~~$28~~$2 thousand for ~~one~~ primary ~~loan~~loans in default as of ~~June~~September 30, 2014. We have not established any ~~pool~~ reserves for pool claims or IBNR to date. For additional discussion of our reserves, see, Item 1, "Financial Statements and Supplementary Data - Notes to Condensed Consolidated Financial Statements - Note 4,4. Reserves for Insurance Claims and Claims Expenses."

Claims incurred is generally affected by a variety of factors, including: the state of the economy, declines in housing values, and the size of loans insured and the percentage of coverage on insured loans, with higher average loan amounts and percentages of insurance coverage tending to result in higher incurred claim amounts.

We expect that claims incurred for the early years of our operations will be relatively low for the following reasons:

the typical distribution of claims over the life of a book results in fewer defaults during the first two years after loans are originated, usually peaking in years three through six and declining thereafter;

we expect that the frequency of claims on our initial primary books of business should be between 2% and 3% of mortgages insured over the life of the book. For claims that we may receive, we expect the severity of the claim to be between 85% and 95% of the coverage amount. Based on these expectations, we estimate that the loss ratio over the life of each book

will be between 20% and 25% of earned premiums. ~~Because~~Until our portfolio matures, we expect ~~the claims on insured mortgages to develop over time, we believe that the~~our reported loss ratio will be less than 10%, due to loss development being generally insignificant in the early years of ~~operation will be less than 10% of~~a loan cycle combined with strong growth in earned ~~premiums;~~premiums on a year-over-year basis;

under the pool insurance agreement between NMIC and Fannie Mae, NMIC is responsible for claims only to the extent they exceed a deductible; and

low NIW in our early years of operations.

We developed our estimates of the expected frequency and severity of claims based on statutory filings by many of our competitors, which contain historical book year performance, as well as an industry dataset which consists of nearly 150 million mortgages and 80 data fields per mortgage, gathered over the past 17 years. As state-regulated entities, mortgage insurers are required to file actuarial justifications for premium rate changes in many states, many of which are publicly available and include historical information on claim frequency and severity. Historical performance data from similar underwriting, house price, and interest rate periods were compared to today to determine a range of expected performance.

GSE Oversight

GSE Approval Conditions

The GSEs are the principal purchasers of mortgages insured by MI companies. In January 2013, the GSEs approved NMIC as a qualified mortgage insurer, and in their approvals imposed certain capitalization, operational and reporting conditions on NMIC (collectively, the GSE Approval), most of which remain in effect until they are superseded on December 31, 2015 by the final PMIERs (discussed below). Until the new PMIERs are effective, NMIC is subject to ongoing compliance with the conditions in the GSE Approval as well as the GSEs' existing respective eligibility requirements.

~~The conditions in the GSE Approval require, among other things, that NMIC:~~

~~maintain minimum capital of $150 million;~~

~~operate at a RTC ratio not to exceed 15:1;~~

~~not declare or pay dividends to affiliates or to NMIH;~~

~~not enter into capital support agreements or guarantees for the benefit of, or purchase or otherwise invest in the debt of, affiliates without the prior written approval of the GSEs; and~~

~~not enter into reinsurance or other risk share arrangements without the GSEs' prior written approval.~~

The GSE Approval also includes other conditions, limitations and reporting requirements, including, among others, limits on costs allocated to NMIC under affiliate expense sharing arrangements; conditions related to risk concentration and rates of return; restrictions on provision of ancillary services (i.e., non-insurance) to customers and transfers of underwriting to affiliates; notification requirements regarding change of ownership and new five percent shareholders; requirement to, at the direction of one or both of the GSEs, re-domicile from Wisconsin to another state; and provisions regarding underwriting policies and claims processing.

GSE PMIERs

On April 17, 2015, the Federal Housing Finance Agency ~~(FHFA)~~ published final updated PMIERs that will be effective on December 31, 2015 (Effective Date) for existing, GSE-approved private mortgage insurers, i.e., Approved Insurers. (Italicized terms have the same meaning that such terms have in the PMIERs, as described below.) The PMIERs establish operational, business, remedial and financial requirements applicable to Approved Insurers. Under the PMIER financial requirements, Approved Insurers must maintain available assets that equal or exceed minimum required assets, which is an amount equal to the greater of (i) $400 million or (ii) a total risk-based required asset amount. The risk-based required asset amount is a function of the risk profile of an Approved Insurer’s net RIF, calculated by applying certain risk-based factors derived from tables set out in the PMIERs to the net RIF. The risk-based required asset amount for primary insurance is subject to a floor of 5.6% of total, performing, primary RIF, and the risk-based required asset amount for pool insurance considers both the factors in the tables and the net remaining stop loss for each pool insurance policy.

By March 1, 2016, each Approved Insurer must certify to the GSEs that it fully complies with the PMIERs as of the Effective Date. If an Approved Insurer meets all of the PMIERs except the financial requirements, by March 31, 2016, that Approved Insurer must submit a transition plan to each GSE detailing how it will comply with the financial requirements not later than June 30, 2017 (Compliance Date). We expect that prior to the Effective Date, NMIC will have undertaken measures to fully comply with the PMIERs financial requirements as of the Effective Date or, by March 31, 2016, NMIC will submit a transition plan to the GSEs detailing how NMIC will fully comply with the PMIERs on the Compliance Date. NMIC's compliance with the PMIERs

financial requirements by the Effective Date or by the Compliance Date under a transition plan will likely include raising additional capital, which is consistent with the Company's previous disclosures regarding the need for future capital raises to fund growth in its business. Capital may be in the form of debt, ~~preferred~~ equity, or ~~common equity.~~a combination of both. Any such future capital raise would be conducted by means of a separate prospectus or other appropriate offering document and not by means of this report.

Capital Position of Our Insurance Subsidiaries

In addition to ~~the requirement that NMIC adhere to certain minimum~~GSE-imposed capital requirements, NMIC is also subject to state regulatory minimum capital requirements based on its insured RIF. While formulations of this minimum capital may vary in each jurisdiction, the most common measure allows for a maximum permitted RTC ratio of 25 to 1.

As of ~~June~~September 30, 2015, NMIC's primary RIF was approximately ~~$1.7~~$2.6 billion, representing insurance on a total of ~~31,682~~46,175 policies in force, and pool RIF was approximately $93.1 million, representing insurance on a total of ~~19,784~~19,296 loans. Based on NMIC's total statutory surplus of ~~$213~~$206 million at ~~June~~September 30, 2015, NMIC's RTC ratio was ~~7.7:~~11.5:1, significantly below the ~~contractual~~GSE and state regulatory maximum RTC thresholds. Similarly, Re One had total statutory capital of ~~$15~~$18 million at ~~June~~September 30, 2015, with a RTC ratio of ~~11.8:~~14.2:1. Under the final PMIERs financial requirements, as discussed previously in "GSE Oversight," NMIC will be held to a maximum ~~risk-to-available~~risk-to-available assets ratio starting on the Effective Date. As of ~~June~~September 30, 2015, NMIC’s ~~risk-to-available~~risk-to-available assets ratio under the final PMIERs was ~~7.7:1, which compares with the maximum risk-to-available assets ratio under the final PMIERs of 18:~~11.6:1.

If the ~~final~~ PMIERs were effective as of ~~June~~September 30, 2015, ~~current capital requirements~~the risk-based required asset amount would be approximately ~~$110~~$164 million for our primary IIF and ~~$30~~$31 million for our pool IIF.

As a condition of GSE Approval, we were required to obtain a financial strength rating for NMIC. In July 2015, Standard & Poor's (S&P) Ratings Services assigned its "BBB-" financial strength and long-term counter-party credit ratings to NMIC. At the same time, S&P assigned its "BB-" long-term counter-party credit rating to NMIH. S&P's outlook for both companies is "stable."

Competition

The MI industry is highly competitive and currently consists of seven private mortgage insurers, including NMIC, as well as governmental agencies like the ~~Federal Housing Administration (FHA)~~FHA and the ~~Veterans Administration (VA).~~VA.

Private MI

In recent years, the MI industry has been in a state of transition. There are now seven MI companies serving the mortgage market. Given this dynamic, we expect that ~~there will be~~the pressure ~~in the coming years~~ for industry participants to grow or maintain their market ~~share.~~share will continue

in the coming years. Our competitors' respective share of the private MI market at ~~March 31,~~June 30, 2015 ~~varied~~ranged from single percentage points penetration to a high of approximately ~~24%~~26%.

Competition with FHA

Although there has been broad policy consensus toward the need for private capital to play a larger role and government credit risk to be reduced in the U.S. housing finance system, recent action by the current administration has made it difficult to predict whether the market share of governmental agencies such as the FHA and VA will ~~continue~~recede to ~~recede at the same pace it has since 2010.~~historical levels. On January 26, 2015, the FHA reduced some of its single-family annual mortgage insurance premiums. To date, we have not experienced any significant impact from this premium reduction on our business. It is difficult to predict what, if any, material impact this premium reduction will have in the future as there are factors beyond premium rate that influence a lender's decision to choose private MI over FHA insurance, including among others, the FHA's loan eligibility requirements and loan size limits and the relative ease of use of private MI products compared to FHA products. However, we believe our pricing continues to be more attractive than the FHA's pricing for a substantial majority of borrowers with credit and loan characteristics similar to those whose loans we insure.

Consolidated Results of Operations


Consolidated statements of operations	For the three months ended June 30,						For the six months ended June 30,						For the three months ended September 30,						For the nine months ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Revenues	(In Thousands)												(In Thousands)
Net premiums written	$	20,347		$	5,051		33,268			10,229			$	35,360		$	9,661		$	68,629		$	19,890
Increase in unearned premiums	(11,491		)	(2,958		)	(17,476		)	(6,232		)	(22,526		)	(5,761		)	(40,003		)	(11,993		)
Net premiums earned	8,856			2,093			15,792			3,997			12,834			3,900			28,626			7,897
Net investment income	1,688			1,468			3,283			2,957			1,884			1,342			5,168			4,299
Net realized investment gains	354			—			967			—
Net realized investment (losses) gains													(15		)	134			952			134
Total revenues	10,898			3,561			20,042			6,954			14,703			5,376			34,746			12,330
Expenses
Insurance claims and claims expenses	(6		)	28			98			28			181			(26		)	279			2
Underwriting and operating expenses	20,910			18,637			39,259			37,938			19,653			17,895			58,912			55,833
Total expenses	20,904			18,665			39,357			37,966			19,834			17,869			59,191			55,835
Other (loss) income
(Loss) gain from change in fair value of warrant liability	(106		)	952			1,142			1,769
Other income
Gain from change in fair value of warrant liability													332			1,240			1,473			3,009
Gain from settlement of warrants	—			—			—			37			—			—			—			37
Loss before income taxes	(10,112		)	(14,152		)	(18,173		)	(29,206		)	(4,799		)	(11,253		)	(22,972		)	(40,459		)
Income tax expense (benefit)	241			(1,297		)	—			(1,297		)
Income tax benefit													—			(277		)	—			(1,574		)
Net loss	$	(10,353	)	$	(12,855	)	$	(18,173	)	$	(27,909	)	$	(4,799	)	$	(10,976	)	$	(22,972	)	$	(38,885	)

Revenues

For the three months ended ~~June~~September 30, 2015, we had net premiums written of ~~$20.3~~$35.4 million and premiums earned of ~~$8.9~~$12.8 million, compared to net premiums written of ~~$5.1~~$9.7 million and premiums earned of ~~$2.1~~$3.9 million for the three months ended ~~June~~September 30, 2014. For the ~~six~~nine months ended ~~June~~September 30, 2015, we had net premiums written of ~~$33.3~~$68.6 million and premiums earned of ~~$15.8~~$28.6 million, compared to net premiums written of ~~$10.2~~$19.9 million and premiums earned of ~~$4.0~~$7.9 million for the ~~six~~nine months ended ~~June~~September 30, 2014. The principal drivers of the increases in premiums written and earned for the periods presented were the continued growth of our NIW and IIF and the significant development of our customer ~~base.~~base, including higher allocations of business to us from existing customers. Additionally, we had ~~$769~~$860 thousand of earned premiums in the three months ended ~~June~~September 30, 2015 and ~~$2.2~~$3.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015 related to cancellations on single premium ~~policies. Premiums earned from cancellations were negligible~~policies, compared to $785 thousand for the three ~~and six~~ months ended ~~June~~September 30, 2014 and $807 thousand for the nine months ended September 30, 2014. We believe single premium policy cancellations will decrease as interest rates ~~continue to~~ rise as discussed previously in "Conditions and Trends Impacting our Business - New Insurance Written, Insurance in Force and ~~Risk in Force.~~Premiums."

We have incurred significant net operating losses since our ~~inception.~~inception, however we have seen our 2015 quarterly net losses decreasing steadily as our business has grown. Our net losses were ~~$10.4~~$4.8 million and ~~$12.9~~$11.0 million for the three months ended

~~June~~September 30, 2015 and 2014, respectively, and ~~$18.2~~$23.0 million and ~~$27.9~~$38.9 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. The primary ~~drivers~~driver of the decreases in net losses for the periods ended ~~June~~September 30, 2015, compared to the periods ended ~~June~~September 30, 2014 ~~were~~was the significant ~~increases~~increase in premiums earned ~~and the increase in net investment income, offset by increases in our personnel costs. Premiums increased due~~related to the addition of new customers and to higher allocations of business to us from existing customers. We rebalanced our investment portfolio in the third quarter of 2014 to more fully deploy into higher yielding, investment grade, fixed-income securities. As a result, our net investment income was higher for the quarter ended ~~June 30, 2015, compared to the quarter ended June 30, 2014.~~

~~The components of our underwriting and operating expenses for the periods indicated were as follows:~~

Consolidated underwriting and operating expenses For the three months ended June 30, For the six months ended June 30,
2015 2014 2015 2014
(In Thousands)
Payroll and related $ 12,667
$ 8,844
$ 23,093
$ 18,277
Share-based compensation 2,080
2,370
4,085
4,701
Contract and professional services 1,640
2,056
3,270
3,889
Technology service expenses 1,118
1,005
2,217
2,080
Depreciation and amortization expenses 991
1,661
1,692
2,975
Other expenses 2,414
2,701
4,902
6,016
Total underwriting and operating expenses $ 20,910
$ 18,637
$ 39,259
$ 37,938
Expenses

Our ~~financial results to date~~expenses have historically been ~~primarily driven by expenditures~~ related to ~~our~~ business development ~~activities, and to a lesser extent, by our investment~~ activities. Although we expect our year-over-year expenses to increase as we grow our business, we ultimately expect that the majority of our operating expenses will be relatively fixed in the long term. As our business matures ~~and we deploy the majority of our capital, including capital raised through equity or debt offerings, or through the use of reinsurance,~~ we are targeting our expense ratio (expenses to premiums written) to fall into a range of 20% to 25%. Until our business matures, our expense ratio is expected to be significantly higher than this range given the low levels of premium written compared to our "fixed" costs customary to operating a mortgage insurance company.

Employee compensation represents the majority of our operating expense. ~~Our payroll~~Payroll and related expense ~~was $12.7 million and $23.1 million for the three and~~ ~~six months ended June 30, 2015, respectively, compared to $8.8 million and $18.3 million for the three and six months ended June 30, 2014, respectively. The increases year over year were driven principally by~~increased year-over-year primarily as a result of the addition of new employees and other compensation related expenses, including benefits, bonuses and accrued severance. Our headcount grew from ~~174~~186 at ~~June~~September 30, 2014 to ~~209~~225 at ~~June~~September 30, 2015. ~~As part of our compensation plan, certain employees were granted stock options~~Underwriting and ~~RSUs under our stock plans. Our share-based compensation expense decreased period over period to $2.1 million and $4.1 million for the three and~~ ~~six months ended June 30, 2015, respectively, compared to $2.4 million and $4.7 million for the three and six months ended June 30, 2014, respectively. The~~operating expenses also include costs related to prior year grants decrease as the awards near their vesting terms. The 2012 grants fully amortized during the first half of the year. Additionally, we have not incurred the same degree of expense from the recent grants, as they were smaller than the 2012 grants, causing the overall share-based compensation expense to continue to decrease year over year as older grants become fully amortized.

~~Contract and~~policy acquisition, technology, professional services ~~decreased to $1.6 million~~ and $3.3 million for the three and six months ended June 30, 2015, respectively, compared to $2.1 million and $3.9 million for the three and six months ended June 30, 2014, respectively. The decrease was primarily driven by decreases in information technology consulting fees for software purchased with the acquisition of our insurance subsidiaries retired in 2014. Similarly, our depreciation and amortization expenses decreased to $1.0 million and $1.7 million for the three and ~~six months ended June 30, 2015~~, respectively, compared to $1.7 million and $3.0 million for the three and six months ended June 30, 2014, respectively, due to the accelerated depreciation and write-off of the software noted above. The write-off was offset by the continued development of our technology platform which has resulted in placing more assets into service and depreciating those assets accordingly. Other expenses decreased to $2.4 million and $4.9 million for the three and ~~six months ended June 30, 2015~~, respectively, from $2.7 million and $6.0 million for the three and six months ended June 30, 2014, respectively, largely as a result of a decline in legal expenses associated with the litigation that was settled in the third quarter of 2014, partially offset by increases in travel and related costs.facilities.


Consolidated balance sheets	June 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
	(In Thousands)				(In Thousands)
Total investment portfolio	$	370,042	$	336,501	$	314,455	$	336,501
Cash and cash equivalents	64,301		103,021		132,791		103,021
Deferred policy acquisition costs, net	8,218		2,985		12,181		2,985
Software and equipment, net	13,284		11,806		13,902		11,806
Other assets	10,244		8,952		13,568		8,952
Total assets	$	466,089	$	463,265	$	486,897	$	463,265
Unearned premiums					$	62,072	$	22,069
Reserve for insurance claims and claims expenses	$	181	$	83	358		83
Unearned premiums	39,545		22,069
Accounts payable and accrued expenses	12,309		10,646		14,230		10,646
Warrant liability	2,230		3,372		1,899		3,372
Deferred tax liability	137		137		137		137
Total liabilities	54,402		36,307		78,696		36,307
Total shareholders' equity	411,687		426,958		408,201		426,958
Total liabilities and shareholders' equity	$	466,089	$	463,265	$	486,897	$	463,265

As of ~~June~~September 30, 2015, we had approximately ~~$434~~$447 million in cash and investments, of which ~~$163~~$161 million was held at NMIH. We ultimately plan to contribute a substantial portion of the $161 million to our insurance subsidiaries to support growth in RIF. As of ~~June~~September 30, 2015, the amount of restricted net assets held by our consolidated insurance subsidiaries totaled approximately $239 million of our consolidated net assets of approximately ~~$412~~$408 million. The ~~decrease~~increase in cash from ~~year end~~year-end 2014 is the result of ~~re-balancing~~sales of securities to re-balance our investment portfolio ~~and re-investing cash during~~in the ~~first~~second half of ~~the year.~~2015.

Our deferred policy acquisition costs asset was ~~$8.2~~$12.2 million as of ~~June~~September 30, 2015, compared to $3.0 million at December 31, 2014. The increase was driven by the increase in deferrable costs associated with our increase in premiums written ~~year over year~~year-over-year to ~~$33.3~~$68.6 million for the ~~six~~nine months ended ~~June~~September 30, 2015, from ~~$10.2~~$19.9 million for the ~~six~~nine months ended ~~June~~September 30, ~~2014, as discussed above, and the expense associated with the successful acquisition of that NIW.~~2014.

Our unearned premiums balance increased to ~~$39.5~~$62.1 million as of ~~June~~September 30, 2015, from $22.1 million as of December 31, 2014 due to single premiums written in the first ~~half~~nine months of 2015, offset by cancellations of ~~lender-paid~~lender paid single premium policies aspreviously discussed ~~previously,~~ and earnings of existing unearned premiums in accordance with the expiration of risk in the related policies.

The following table summarizes our consolidated cash flows from operating, investing and financing activities:


Consolidated cash flows	For the six months ended June 30,				For the nine months ended September 30,
	2015		2014		2015			2014
Net cash used in:	(In Thousands)
Net cash provided by (used in):					(In Thousands)
Operating activities	$	1,367	$	17,988	$	16,171		$	(19,553	)
Investing activities	36,675		3,247		14,278			101,132
Financing activities	678		23		(679		)	(23		)
Net decrease in cash and cash equivalents	$	38,720	$	21,258
Net increase in cash and cash equivalents					$	29,770		$	81,556

Net cash ~~used in~~provided by operating activities ~~decreased~~increased for the ~~six~~nine months ended ~~June~~September 30, 2015, compared to the same period in 2014, primarily due to the increase in premiums written ~~year over year,~~year-over-year, offset by increased personnel costs.

Cash ~~used in~~provided by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2015 was ~~higher~~lower compared to the same period in 2014, as a result primarily of ~~further~~the extent of portfolio re-balancing ~~and re-investing of cash~~ in the ~~first half~~third quarter of ~~2015. We had very little movement~~2015 compared to the same period in ~~our investment portfolio during the first half of 2014 as we had just completed the investment of our original cash holdings throughout 2013.~~2014.

Cash from financing activities for the ~~six~~nine months ended ~~June~~September 30, 2015 and ~~June~~September 30, 2014 consisted primarily of taxes paid related to the net share settlement of equity awards offset by the proceeds from ~~exercises.~~the issuance of common stock.

Holding Company Liquidity and Capital Resources

NMIH serves as the holding company for our ~~insurance~~ subsidiaries and does not have any significant operations of its own. NMIH's principal liquidity demands include funds for: (i) payment of certain corporate expenses and reimbursable expenses of its insurance subsidiaries; (ii) capital support for its insurance subsidiaries; (iii) potential payments to the Internal Revenue ~~Service (IRS);~~Service; and (iv) the payment of dividends, if any, on its common stock. NMIH is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations, such as NMIH, 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 ~~June~~September 30, 2015, NMIH's shareholders' equity was approximately ~~$412~~$408 million.

As of ~~June~~September 30, 2015, NMIH had ~~$163~~$161 million of cash and ~~investments at the holding company. In addition to investment income,~~investments. NMIH's principal ~~sources~~source of operating cash ~~are permitted payments under our tax-~~is investment income, and ~~expense-sharing arrangements with our subsidiaries as well as~~could include future dividends from NMIC, if available and permitted under law or our agreements with the GSEs and state regulators.

NMIH's future capital requirements depend on many factors, including NMIC's ability to successfully write new business, establish premium rates at levels sufficient to cover claims and operating costs and meet minimum required asset thresholds under the PMIERs. See "- GSE Oversight," above. We expect NMIH may make additional capital contributions to its insurance subsidiaries to support their applicable capital adequacy requirements from time-to-time. To the extent that the funds generated by our ongoing operations and capitalization are insufficient to fund future operating requirements, we may need to raise additional funds through financing activities or curtail our growth and reduce our expenses. We may choose to generate additional liquidity through the issuance of debt, equity, or a combination of ~~debt or equity securities.~~both. Any such future capital raise would be conducted by means of a separate prospectus or other appropriate offering document and not by means of this report.

~~The~~NMIH has entered into expense-sharing ~~arrangements between NMIH and~~agreements with its insurance subsidiaries which have been approved by the Wisconsin OCI, but such approval may be changed or revoked at any time. NMIC's ability to pay dividends to NMIH is subject to various conditions imposed by the GSEs and by insurance regulations requiring insurance department approval. In general, dividends in excess of prescribed limits are deemed "extraordinary" and require insurance regulatory approval. Since inception, NMIC has not paid any dividends to NMIH. As NMIC had a statutory net loss for the year ended December 31, 2014, NMIC cannot pay any dividends to NMIH through December 31, 2015 without the prior approval of the Wisconsin OCI. Additionally, under agreements with the GSEs, NMIC is not permitted to pay shareholder dividends until December 31, 2015 and, under agreements with various state insurance regulators, is not permitted to pay shareholder dividends until January 2016. ~~Other~~Certain other states in which NMIC is licensed also have statutes or regulations that restrict its ability to pay dividends.

Our MI companies' principal operating sources of liquidity are premiums that we receive from policies and income generated by our investment portfolio. Our MI companies' primary liquidity needs include the payment of claims on our MI policies, operating expenses, investment expenses and other costs of our business. We anticipate that as our IIF grows, the premium revenue we receive will increase. We expect to manage our fixed operating expenses so that they grow at a much slower rate than revenues over the coming years. As we anticipate an increase in our volume of MI business, we expect to see our underwriting and sales costs increase; however, we expect to be able to manage our "back-office" corporate related costs (i.e., management, finance, legal, risk and

information technology) as these areas of our business are already substantially developed to support our revenue generating operations.

Consolidated Investment Portfolio

Our net investment income for the ~~six~~nine months ended ~~June~~September 30, 2015 was ~~$3.3~~$5.2 million, compared to ~~$3.0~~$4.3 million for the ~~six~~nine months ended ~~June~~September 30, 2014. As of ~~June~~September 30, 2015, our portfolio conforms with our investment guidelines. The principal factors affecting our investment income include the size and credit rating of our portfolio and its net yield. As measured by amortized cost (which excludes changes in fair market value, such as those resulting from changes in interest rates), the size of our investment portfolio is mainly a function of capital raised, cash generated from (or used in) operations, such as net premiums received, and investment earnings.

Consistent with Wisconsin law, our investment policies emphasize preservation of capital, as well as total return. Based on our investment policy guidelines, our investment portfolio is comprised almost entirely of cash and cash equivalents and fixed-income securities, all of which are investment grade. Our policy guidelines contain limits on the amount of credit exposure to any one issue, issuer and type of instrument. We expect to preserve the liquidity of our portfolio through diversification and investment in publicly traded securities. We plan to maintain a level of liquidity commensurate with our perceived business outlook and the expected timing, direction and degree of changes in interest rates.

The pre-tax book yield on our portfolio at ~~June~~September 30, 2015 was ~~1.2%~~1.9%, excluding unrealized gains and losses. The book yield is calculated on our year-to-date net investment income over our average portfolio book value at ~~June~~September 30, 2015. We believe that the yield on our investment portfolio likely will change over time based on potential changes to the interest rate environment, the duration or mix of our investment portfolio or other factors.

The sectors of our investment portfolio, including cash and cash equivalents appear in the table below:


Percentage of portfolio's fair value	Percentage of portfolio's fair value	June 30, 2015		December 31, 2014		Percentage of portfolio's fair value	September 30, 2015		December 31, 2014
1.	Corporate debt securities	47	%	45	%	Corporate debt securities	40	%	45	%
2.	U.S. treasury securities and obligations of U.S. government agencies	20		16		U.S. treasury securities and obligations of U.S. government agencies	15		16
3.	Asset-backed securities	15		13		Asset-backed securities	13		13
4.	Cash and cash equivalents	15		24		Cash and cash equivalents	30		24
5.	Municipal debt securities	3		2		Municipal debt securities	2		2
	Total	100	%	100	%	Total	100	%	100	%

The ratings of our investment portfolio were:


Investment portfolio ratings	June 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
AAA	34	%	39	%	43	%	39	%
AA	9		8		10		8
A	42		44		36		44
BBB	15		9		11		9
Total	100	%	100	%	100	%	100	%

The ratings above are provided by one or more of: Moody's, S&P and Fitch Ratings. If three ratings are available, we assign the middle rating for classification purposes, otherwise we assign the lowest rating.

Taxes

We are a U.S. taxpayer and are subject to a statutory U.S. federal corporate income tax rate of approximately 35%. Our holding company files a consolidated U.S. federal and various state income tax returns on behalf of itself and its subsidiaries. Our effective income tax rate on our pre-tax loss was ~~(2.4)%~~0.0% for the three months ended ~~June~~September 30, 2015 and ~~9.2%~~2.5% for the three months ended ~~June~~September 30, 2014. Our effective income tax rate on our pre-tax loss was 0.0% for the ~~six~~nine months ended ~~June~~September 30, 2015 and ~~4.4%~~3.9% for the ~~six~~nine months ended ~~June~~September 30, 2014. For further information regarding income taxes and their impact on our results of operations and financial position, see, Item 1, "Financial Statements and Supplementary Data - Notes to Condensed Consolidated Financial Statements - Note 6,6. Income Taxes."

Under a tax sharing agreement between NMIH and its subsidiaries, each of the parties mutually agreed to file a consolidated federal income tax return with NMIH as the direct tax filer. The tax liability of each insurer that is party to the agreement is limited to the amount of liability it would incur if it filed a separate tax return. Any settlements under the agreement between NMIH and a subsidiary will be made within 30 days of the filing of the applicable federal corporate income tax return with the IRS, including subsequent amended filings and IRS adjustments, except when a refund is due to a subsidiary, in which case payment shall be made to the insurer within 30 days after NMIH's receipt of the applicable tax refund.

Our financial statements reflect a valuation allowance with respect to our net deferred tax assets. As the Company has limited history, management is unable to provide a basis to conclude that it is more-likely-than-not that the results of future operations will generate sufficient taxable income. If the valuation allowance is reduced in the future, we would recognize an income tax benefit associated primarily with the carry forward of federal net operating losses and future share-based compensation tax deductions.

Other Items

Off-Balance Sheet Arrangements and Contractual Obligations

We had no off-balance sheet arrangements at ~~June~~September 30, 2015. There are no material changes outside the ordinary course of business in the contractual obligations specified in our 2014 Form 10-K.

Critical Accounting Estimates

We use accounting principles and methods that conform to GAAP. Where GAAP specifically excludes mortgage insurance we follow general industry practices. We are required to apply significant judgment and make material estimates in the preparation of our financial statements and with regard to various accounting, reporting and disclosure matters. Assumptions and estimates are required to apply these principles where actual measurement is not possible or practical. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that the assumptions and estimates associated with revenue recognition, fair value measurements, our investment portfolio, deferred policy acquisition costs, income taxes, reserves for insurance claims and claims expenses, warrants and share-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2014.

3028

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We own and manage a large portfolio of various holdings, types and maturities. ~~Investment income~~NMIH's principal source of operating cash is ~~one of our primary sources of cash flow supporting operations and claim payments.~~investment income. The assets within the investment portfolio are exposed to the same factors that affect overall financial market performance.

We manage market risk via a defined investment policy implemented by our treasury function with oversight from our Board of Director's ~~(Board)~~ Risk Committee. Important drivers of our market risk exposure monitored and managed by us include but are not limited to:

Changes to the level of interest rates. Increasing interest rates may reduce the value of certain fixed-rate bonds held in the investment portfolio. Higher rates may cause variable rate assets to generate additional income. Decreasing rates will have the reverse impact. Significant changes in interest rates can also affect persistency and claim rates of our insurance portfolio, and as a result we may determine that our investment portfolio needs to be restructured to better align it with future liabilities and claim payments. Such restructuring may cause investments to be liquidated when market conditions are adverse.

Changes to the term structure of interest rates. Rising or falling rates typically change by different amounts along the yield curve. These changes may have unforeseen impacts on the value of certain assets.

Market volatility/changes in the real or perceived credit quality of investments. Deterioration in the quality of investments, identified through changes to our own or third party (e.g., rating agency) assessments, will reduce the value and potentially the liquidity of investments.

Concentration Risk. If the investment portfolio is highly concentrated in one asset, or in multiple assets whose values are highly correlated, the value of the total portfolio may be greatly affected by the change in value of just one asset or a group of highly correlated assets.

Prepayment Risk. Bonds may have call provisions that permit debtors to repay prior to maturity when it is to their advantage. This typically occurs when rates fall below the interest rate of the debt.

The carrying value of our investment portfolio as of ~~June~~September 30, 2015 and December 31, 2014 was ~~$370~~$314 million and $337 million, respectively, of which 100% was invested in fixed maturity securities. The primary market risk to our investment portfolio is interest rate risk associated with investments in fixed maturity securities. We mitigate the market risk associated with our fixed maturity securities portfolio by matching the duration of our fixed maturity securities with the expected duration of the liabilities that those securities are intended to support.

At ~~June~~September 30, 2015, the duration of our fixed income portfolio, including cash and cash equivalents, was ~~3.29~~2.22 years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of ~~3.29%~~2.22% in fair value of our fixed income portfolio. Excluding cash, our fixed income portfolio duration was ~~3.65~~3.42 years, which means that an instantaneous parallel shift (movement up or down) in the yield curve of 100 basis points would result in a change of ~~3.65%~~3.42% in fair value of our fixed income portfolio.

3129

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure 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 Rule 13a-15(e) of the Exchange Act) as of ~~June~~September 30, 2015, pursuant to Rule 13a-15(e) under the Exchange Act. Management applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management's control objectives. Management does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance and cannot guarantee that it will succeed in its stated objectives.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~June~~September 30, 2015, 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.

Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3230

PART II

Item 1. Legal Proceedings

We currently are not a party to any pending legal proceedings. We may in the future become subject to lawsuits and claims arising in the ordinary course of business.

Item 1A. Risk Factors

Risk factors that affect our business and financial results are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, as updated in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. You should carefully consider the following risk factors, as well as all of the other information contained in this report, including our consolidated financial statements and the related notes thereto, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, operating results and cash flow. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

~~This report contains forward-looking statements that involve~~ risks and ~~uncertainties. See "Cautionary Note Regarding Forward-Looking Statements." Our actual results could differ materially~~uncertainties described herein and adversely from those anticipated in these forward-looking statements, including any such statements made in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

~~Risk Factors Relating to Our Business Generally~~

We began writing mortgage insurance policies in April 2013, and prior to that, we did not engage in any substantive insurance operations. Therefore, we do not have a long operating history on which investors may rely for purposes of projecting our future operating results.

Prior to writing our first mortgage insurance policies in April 2013, we did not engage in any substantive operations and, therefore, do not have a long operating history on which investors may rely for purposes of projecting future operating results. Having a short insurance operating history, we are subject to substantial business and financial risks and could suffer significant losses, all of which are difficult to predict. We continue to develop business relationships, enhance our technology platform, gain customers, establish operating procedures, continue to hire staff and complete other tasks appropriate for the conduct of our intended business activities. Our long-term success will also be dependent upon our ability to continue to execute the operating procedures we have established and to continue to develop the internal controls to effectively support our business and our regulatory and reporting requirements. Further, industry conditions may change in a manner that adversely affects the development or profitability of our business, and there can be no assurance that we will be successful in our efforts to develop our business in a timely manner, if at all.

~~We have reported net losses since our inception, expect to continue to report net losses~~ in the ~~near term, and cannot assure you when we will achieve profitability.~~

Weabove referenced filings, which have ~~reported net losses since our inception.We currently expect~~the potential to continue to report net losses in the near term, the size of which will depend primarily on the amount of insurance business we can transact and the returns generated from our investment portfolio. We cannot assure you when, or if, we will achieve profitability. Conditions that could delay our profitability primarily include our ability to attract and retain a diverse customer base, to achieve a diversified mix of business across the spectrum of our product offerings, maintain GSE eligibility and our certificates of authority from state insurance departments, and to a lesser extent, include increasing unemployment rates, decreasing housing values, adverse changes in interest rates and unfavorable GSE reform or actions by the GSEs or the FHFA that negatively impact us and the MI industry

~~If we are unable to timely attract and retain the most significant mortgage originators as customers, our ability to achieve our business goals could be negatively impacted.~~

The success of our mortgage insurance business is highly dependent on our ability to attract and retain as customers the most significant mortgage originators in the U.S., as determined by volume of their own originations as well as volume of insured business they may acquire from other originators through their correspondent channels. We believe these mortgage originators are critical to the achievement of our business goals because of their dominant market share. As a result of their size and market share, these entities originate a significant majority of low down payment mortgages in the U.S. and, therefore, influence the size of the MI market. We are currently doing business with a majority of these originators. However, there is no assurance we will receive approvals from each of the remaining lenders to do MI business in a timely manner or at all. If we fail to obtain and retain one or more approvals,affect our business, financial condition, and operating results could be adversely impacted. Even if these lenders become our customers, we cannot be certain that any loss of business from one would be replaced from other new or existing lenders. Such lending customers may decide to write business only with certain mortgage insurers based on their views with respect to an insurer's pricing, underwriting guidelines, loss mitigation practices, financial strength or other factors. Our customers

may choose to diversify the mortgage insurers with which they do business, which could negatively affect our level of NIW and our market share. In addition, our master policy does not, and by law cannot, require our customers to do business with us. The loss of business from a significant customer could have an adverse effect on the amount of new business we are able to write, and consequently, our financial condition and operating results.

As a participant in the mortgage lending and MI industry, we rely on e-commerce and other technologies to conduct business with our customers. Our inability to meet the technological demands of customers could adversely impact our business, financial condition and operating results.

We primarily rely on e-commerce and other technologies to provide and expand our products and services. Customers require us to provide and service our mortgage insurance products in a secure manner, either electronically via our internet website or through direct electronic data transmissions. Accordingly, we invest resources in establishing and maintaining electronic connectivity with customers and, more generally, in e-commerce and technological advancements. In order to integrate electronically with mortgage lenders, we need to continue to connect our system to the industry's leading third-party loan origination systems. We expect this integration process to continue into the foreseeable future and may take a significant amount of time before it is complete. We are also working to integrate directly with those lenders that maintain their own, proprietary loan origination and servicing system technologies, recognizing that the time-lines for these integrations are heavily dependent upon the lenders' internal technology resources. Our inability to continue to make progress with these e-commerce connections could negatively impact our ability to attract as customers the larger mortgage lenders who rely on these connections to do business. Many customers require us to have such connectivity in place as a precursor to doing business with them. Our business, financial condition and operating results may be adversely impacted if we do not successfully establish these arrangements or otherwise keep pace with the technological demands of customers.

If we, together with third parties with whom we have contracted, are unable to develop, enhance and maintain our technology platform with respect to the products and services we offer, our business and financial performance could be significantly harmed.

We have developed an enterprise technology platform designed to support our mortgage insurance operations. If our technology platform fails to perform in the manner we expect, our business, financial condition and operating results will be significantly harmed. Further, our business would be negatively impacted if we are unable to timely and effectively enhance our platform when necessary to support our primary business functions. There is no assurance that we will not experience difficulties with the operation of our technology platform. The success of our business will be dependent on our ability to resolve any issues identified with our technology platform during operations and to make timely improvements. Further, we will need to match or exceed the technological capabilities of our competitors over time. We cannot predict with certainty the cost of such maintenance and improvements, but failure to make such improvements and any significant shortfall in any technology enhancements or negative variance in the time-line in which system enhancements are delivered could have an adverse effect on our business, financial condition and operating results.

In addition, we have contracted with a number of third parties in connection with the development and operation of the platform, and we rely on these third parties to competently perform their obligations in a timely manner. Any failure to maintain acceptable arrangements with these third parties, or the failure of any of these third parties to perform and/or deliver in an acceptable and timely manner, could have an adverse effect on our business, financial condition and operating results.

Our master policy contains restrictions on our ability to rescind coverage for fraud and underwriting defects, and if we were to fail to timely discover any such fraud or underwriting defects, our rights of rescission would be significantly limited, and we could suffer increased losses as a result of paying claims on loans with unacceptable risk profiles.

Under our master policy, we agree that we will not rescind or cancel coverage of an insured loan for material borrower misrepresentation or underwriting defects after a borrower timely makes a certain number of payments (either 12 or 36), as specified in our master policy. In addition, upon the borrower attaining such full and timely consecutive monthly payments, we have agreed to limitations on our ability to initiate an investigation of fraud or misrepresentation by our insureds or any other party involved in the origination of an insured loan, which we collectively refer to in our master policy as a "First Party." We refer to these limitation of rescission provisions in our master policy as "rescission relief." 12-month rescission relief is subject to our confirmation of coverage eligibility of an insured loan, which we refer to in our master policy as "Independent Validation." If we do not perform an Independent Validation on an insured loan, such loan will qualify for rescission relief after a borrower timely makes 36 consecutive monthly payments. The current processes we have in place to review insured loans may be ineffective in detecting fraud and/or underwriting defects prior to a borrower making the requisite number of payments. If this were to occur, we would be contractually prohibited from exercising our rights of rescission for borrower fraud and certain First Party misrepresentations; our rights to investigate potential First Party fraud or misrepresentation would be significantly curtailed; and we may be obligated to pay claims

on certain loans with unacceptable risk profiles or which failed to meet our underwriting guidelines at the time of origination. As a result, we could suffer unexpected losses, which could adversely impact our business, financial condition and operating results.

We are outsourcing the underwriting of our mortgage insurance on certain loans to third-party underwriting service providers (USPs). If these USPs fail to adequately perform their underwriting services or place our coverage on loans we would deem ineligible, we could experience increased losses on loans underwritten by them and our customer relationships could be negatively impacted.

If our USPs fail to adequately perform their underwriting services, such as mishandling of customer inquiries or an inability to underwrite a sufficient volume of applications per day, we may lose opportunities to place mortgage insurance coverage on particular loans, our reputation may suffer and customers may choose not to do business with us at all. In addition, if our USPs place our coverage on loans that are ineligible for coverage under our underwriting guidelines, our risk of loss will be increased on those loans or the premiums we charge will be inadequate given the risk presented. We do not have the right under our master policy to cancel coverage of an ineligible loan as a result of a USP making an incorrect decision. Further, other than being able to terminate our contracts with these USPs, we do not have explicit monetary contractual remedies against these USPs if we are obligated to pay claims on ineligible loans that they improperly agreed to insure on our behalf. If these USPs fail to adequately perform their underwriting services or consistently place coverage on ineligible loans, we could experience increased losses on loans underwritten by them and our customer relationships could be negatively impacted, which would have an adverse impact on our business, financial condition and operating results.

There can be no assurance that the GSEs will continue to treat us as a qualified mortgage insurer in the future, and our failure to comply with the GSEs' final PMIERs could adversely impact our business, financial condition and operating results.

In January 2013, the GSEs approved NMIC as a qualified mortgage insurer, and with their approvals, imposed certain capitalization, operational and reporting conditions on NMIC (collectively the GSE Approval), most of which remain in effect until they are superseded on December 31, 2015 by the final PMIERs. Until the final PMIERs are effective, NMIC is subject to ongoing compliance with the conditions in the GSE Approval as well as the GSEs' existing respective eligibility requirements. The significant majority of insurance we write is on loans sold to the GSEs. As a result, our compliance with the GSE Approval, their existing eligibility requirements and, after December 31, 2015, the PMIERs is necessary to continue to successfully operate as a private mortgage insurer in the current market in the U.S. Even though we are currently GSE-approved, there can be no assurance that the GSEs will continue to treat us as a qualified mortgage insurer in the future. In addition, the GSEs may modify or change their interpretation of terms they require us to include in our mortgage insurance policies for loans purchased by them, requiring us to modify our terms of coverage or operational procedures in order to remain a GSE-qualified mortgage insurer, and such changes could have a material adverse impact on our financial position and operating results. Although not as likely, the GSEs could, in their own discretion, require additional limitations and/or conditions on certain of our activities and practices that are not currently in the GSE Approval, existing eligibility requirements or PMIERs in order for us to remain qualified. The GSEs may amend the PMIERs at any time. Additional requirements or conditions imposed by the GSEs could limit our operating flexibility and the areas in which we may write new business. If, in the future, either or both of the GSEs were to cease to consider us a qualified mortgage insurer and cease accepting our MI products, our financial condition and results of operations, ~~would be materially and adversely affected.~~

As a condition of the GSE Approval, we have agreed to limit NMIC's RTC ratio to no greater than 15 to 1 for the first three years of operations (expiring December 31, 2015) and at all times to maintain total statutory capital of at least $150 million. After that date, we agreed to comply with any financial requirements that are imposed in the GSEs' then existing Eligibility Requirements. On April 17, 2015, the FHFA published final updated PMIERs that will be effective on December 31, 2015 (Effective Date) for existing, GSE-approved private mortgage insurers, i.e. ~~Approved Insurers. (Italicized~~ ~~terms have the same meaning that such terms have in the PMIERs.) By March 1, 2016, each~~ ~~Approved Insurer~~ ~~must certify to the GSEs that it fully complies with the PMIERs as of the Effective Date. If an~~ ~~Approved Insurer~~ ~~meets all of the PMIERs except the financial requirements, by March 31, 2016, that~~ ~~Approved Insurer~~ must submit a transition plan to each GSE detailing how it will comply with the financial requirements not later than June 30, 2017 (Compliance Date). We expect that prior to the Effective Date, NMIC will have undertaken measures to fully comply with the PMIERs financial requirements as of the Effective Datecash flows or by March 31, 2016, NMIC will submit a transition plan to the GSEs detailing how NMIC will fully comply with the PMIERs on the Compliance Date. If we are required to present a transition plan to the GSEs to meet their requirements, there is no certainty that the GSEs will agree to any proposed plan we submit to them. Even with a GSE approved transition plan, there is no assurance NMIC will be able to comply with the PMIER financial requirements by the Compliance Date.

NMIC's compliance with the PMIERs financial requirements by the Effective Date or by the Compliance Date under a transition plan will likely include raising additional capital, which is consistent with the Company's previous disclosures regarding the need for future capital raises to fund growth in its business. Capital options include debt, preferred equity or common equity and may be senior to our common stock and may result in dilution to you. No assurance as to the ultimate availability, costs or other

terms of any such additional capital can be given at this time. Any such future capital raise would be conducted by means of a separate prospectus or other appropriate offering document and not by means of this report. Further, our efforts to raise capital may not be successful. If we are unable to raise additional capital or enter into alternative arrangements to reduce our RIF, we may not be able to successfully comply with the financial requirements by the Compliance Date. If this were to occur, we may lose our GSE eligibility, which would substantially impair our business prospects ~~and adversely impact our financial position and operating results.~~

~~In addition, there is no assurance the GSEs will not make the PMIERs financial requirements more onerous in the future. In particular, the PMIERs provide that the table of factors that determine~~ ~~minimum required assets~~ ~~will be updated every two years or more frequently to reflect macroeconomic conditions or loan performance. If we are required under the PMIERs to increase the amount of~~ ~~available assets~~ in order to support our business writings, the amount of capital our insurance subsidiaries are required to hold will increase, which may have a negative effect on our returns. Any such effect could have a negative impact on our flexibility to meet our business plans and our future operating results.

NMIC is required to maintain minimum capital under its agreements with certain states, and if NMIC falls below these capital requirements or exceeds certain RTC ratios, we could be required to cease writing business in these states, which would adversely impact our business, financial condition and operating results.

In connection with NMIC's applications for licensure in multiple states, including Wisconsin, we agreed to maintain NMIC's RTC ratio below certain thresholds that are lower than these states' statutory maximum RTC requirements. If our business grows faster (i.e. our RIF grows faster than expected) or is less profitable than expected (i.e. our revenues do not generate the return we expect), our actual RTC ratios over the short to mid-term could exceed our expected RTC ratios and could begin to approach the limits to which we are subject, which could require us to raise additional capital or enter into alternative arrangements to reduce our RIF, including through reinsurance. We can give no assurance that our efforts to raise capital or reduce our RIF would be successful. If we are unable to raise additional capital or enter into alternative arrangements to reduce our RIF, we may exceed these state-imposed capital requirements. If this were to occur, we may be required to cease transacting new business in these states, which would substantially impair our business and adversely impact our financial position and operating results.

~~Our insurance subsidiary is subject to state insurance department capital adequacy requirements, which if breached, could result in NMIC being required to cease writing new business in such states.~~

NMIC's principal regulator is the Wisconsin OCI. Under applicable Wisconsin law, as well as that of 15 other states, a mortgage insurer must maintain a minimum amount of statutory capital relative to the RIF in order for the mortgage insurer to continue to write new business. While formulations of minimum capital may vary in each jurisdiction that has such a requirement, the most common measure applied allows for a maximum permitted RTC ratio of 25 to 1. Wisconsin and certain other states, including California and Illinois, apply a substantially similar requirement referred to as minimum policyholders' position. Accordingly, if we fail to meet the capital adequacy requirements in one or more states, we could be required to suspend writing business in some or all of the states in which we do business.

We face intense competition for business in our industry from existing MI providers and potentially from new entrants. If we are unable to compete effectively, we may not be able to gain market share and our business may be adversely affected.

The MI industry is highly competitive. With seven private MI companies actively competing for business from the same residential mortgage originators, it is important that we continue to differentiate ourselves from the other companies who sell substantially similar products as ours. We compete with other private mortgage insurers based on our financial strength, underwriting guidelines, information security, product features, pricing, operating efficiencies, customer relationships, name recognition, reputation, the strength of management teams and field organizations, comprehensiveness of databases covering insured loans, effective use of technology and innovation in the delivery and servicing of insurance products and ability to execute. However, the existing MI companies, many of which have larger operations than we do and/or are part of larger diversified companies, have established relationships and infrastructure, personnel and other resources than we are anticipated to have during our initial years of operation. One or more of our competitors may seek to capture increased market share from government-supported insurance programs, such as the FHA, or from other MI companies by reducing pricing, offering alternative coverage and product options, including offerings for loans not intended to be sold to the GSEs, loosening their underwriting guidelines or relaxing risk management policies, which could, in turn, improve their competitive positions in the industry and negatively impact our ability to increase our market share. Competition within the MI industry could result in our loss of customers, lower premiums, riskier credit guidelines and other changes that could lower our revenues or increase our expenses. If our information technology systems are inferior to our competitors', existing and potential customers may choose our competitors' products over ours. If we are unable to compete effectively against our competitors and attract our target customers, our revenue may be adversely impacted and we may not be able to gain market share, which could adversely impact our growth and profitability.

In addition, most of our competitors, either directly or indirectly, offer certain ancillary services to mortgage lenders with which they also conduct MI business, including loan underwriting, training and other services. For various reasons, including related to resources or compliance, we may choose not to offer these services at all or not to offer them in a form that is comparable to the prevailing offerings of our competitors. If we choose not to offer these services, or if we were to offer ancillary services that are not well-received by the market and fail to perform as anticipated, we could be at a competitive disadvantage which could adversely impact our profitability.

~~Our underwriting and risk management policies and practices may not anticipate all risks and/or the magnitude of potential for loss as the result of unforeseen risks.~~

We have established underwriting and risk management policies and practices that seek to mitigate our exposure to borrower default risk in our insured loan portfolio by anticipating future risks and the magnitude of those risks. Our underwriting and risk management guidelines are based on what we believe to be the major factors that impact mortgage credit risk. Those factors include, among others, the borrower's credit strength, the loan product, origination practices of lenders, the percentage coverage and size of insured loans and the condition of the economy.In addition, there are certain types of loan characteristics relating to the individual loan or borrower that affect the risk potential for a loan, including its LTV, purpose and terms and the credit profile of the borrower. The presence of multiple higher-risk characteristics in a loan materially increases the likelihood of a claim on such a loan unless there are other characteristics to mitigate the risk.

The frequency and severity of claims we incur will be uncertain and will depend largely on general economic conditions, including rates of unemployment and home prices. To the extent that a risk is unforeseen or is underestimated in terms of magnitude of loss, our underwriting and risk management policies and practices may not completely insulate us from the effects of those risks. If these policies and practices do not correctly anticipate risk or the potential for loss, we may underwrite business for which we have not charged premium commensurate with the risk or we may establish our reserves at a level that does not accurately approximate our actual ultimate loss payments. Either one of these could result in materially adverse effects on our results.

Our insurance in force may be concentrated in specific geographic regions and could make our business highly susceptible to downturns in local economies, which could be detrimental to our financial condition.

We seek to diversify our insured loan portfolio geographically; however, the availability of business might lead to concentrations in specific regions in the U.S., which could make our business more susceptible to economic downturns in these regions. Our IIF and RIF is currently more heavily concentrated in California, primarily as a result of the location and timing of acquisition of new customers. A deterioration in local or national economic conditions in the mortgage market and other economic conditions, including home prices, levels of unemployment and interest rates or an increase in default rates in specific geographic areas or generally could have a material adverse effect on our operating results and financial position.

~~Actual premiums and investment earnings may not be sufficient to cover claim payments and our operating costs.~~

We set premiums at the time a policy is issued based on our expectations regarding likely performance over the term of the policy. Our premiums are subject to approval by state insurance regulators, which can delay or limit our ability to increase our premiums. Generally, we will not be able to cancel the MI coverage or adjust renewal premiums during the life of an MI policy. As a result, higher than anticipated claims generally will not be able to be offset by premium increases on policies in force or mitigated by our non-renewal or cancellation of insurance coverage. While we believe our initial capital, premiums and investment earnings will provide a pool of resources sufficient to cover expected loss payments and have made estimates regarding loss payments and potential claims, the ultimate number and magnitude of claims we experience cannot be predicted with certainty and the actual premiums and investment earnings may not be sufficient to cover losses and/or our operating costs. An increase in the number or size of claims, compared to what we anticipate, could adversely affect our operating results or financial condition. We may not be able to achieve the results that we expect, and there can be no assurance that losses will not exceed our total resources.

~~Adverse investment performance may affect our financial results and ability to conduct business.~~

Our investment portfolio consists primarily of highly-rated debt obligations. Our investments are subject to market-wide risks and fluctuations, as well as to risks inherent in particular securities. Changing and unprecedented market conditions could materially impact the future valuation of securities in our investment portfolio, which may cause us to impair, in the future, some portion of those securities. Volatility or illiquidity in the markets in which we hold positions may cause certain other-than-temporary impairments within our portfolio, which could have a significant adverse effect on our liquidity, financial condition and operating results.

Income from our investment portfolio is one of our primary sources of cash flow to support our operations and claim payments. If we improperly structure our investments to meet those future liabilities or have unexpected losses, including losses

resulting from the forced liquidation of investments before their maturity, we may be unable to meet those obligations. NMIC's investments and investment policies are subject to state insurance laws, which results in our portfolio being predominantly limited to highly rated fixed income securities. Interest rates on our fixed income securities are near historical lows. If interest rates rise above the rates on our fixed income securities, the market value of our investment portfolio would decrease. Any significant decrease in the value of our investment portfolio would adversely impact our financial condition.

In addition, compared to historical averages, interest rates and investment yields on highly rated investments have generally declined, which has the effect of limiting the investment income we can generate. We depend on our investments as a source of revenue, and a prolonged period of low investment yields would have an adverse impact on our revenues and could potentially adversely affect our operating results.

We may be forced to change our investments or investment policies depending upon regulatory, economic and market conditions, and our existing or anticipated financial condition and operating requirements, including the tax position, of our business. Our investment objectives may not be achieved. Although our portfolio consists mostly of highly-rated investments and complies with applicable regulatory requirements, the success of our investment activity is affected by general economic conditions, which may adversely affect the markets for credit and interest-rate-sensitive securities, including the extent and timing of investor participation in these markets, the level and volatility of interest rates and, consequently, the value of fixed income securities.

We establish loss reserves when we are notified that a loan we insure is in default for at least 60 days, based on management's estimate of claim rates and claim sizes, which are subject to uncertainties and are based on assumptions about certain estimation parameters that may be volatile. As a result, our actual ultimate claim payments on loans in default may materially exceed the amount of our corresponding loss reserves.

We are a relatively new company that commenced transacting mortgage insurance in April 2013. We do not anticipate a material level of losses (relative to written premiums or stockholders' equity) in the first few years of our operations. Our practice, consistent with U.S. GAAP for the MI industry, is to establish loss reserves only for loans that servicers have reported to us as being at least 60 days in default. We also establish reserves for estimated losses incurred on loans that have been in default for at least 60 days that have not yet been reported to us by the servicers (this is often referred to as incurred but not reported or IBNR).

~~The establishment of loss and IBNR reserves is subject to inherent uncertainty and requires significant judgment by management. We establish loss reserves using our best estimates of claim rates,~~ ~~i.e., the percent of loan defaults that ultimately result in claim payments, and claim amounts,~~ ~~i.e.~~, the dollar amounts required to settle claims, to estimate the ultimate losses on loans reported to us as being at least 60 days in default as of the end of each reporting period. We estimate IBNR by analyzing historical lags in default reporting to determine a specific number of IBNR claims in each reporting period. Our estimates of claim rates and claim sizes are strongly influenced by prevailing economic conditions, for example current rates or trends in unemployment, housing price appreciation and/or interest rates, and our best judgments as to the future values or trends of these macroeconomic factors. Many of these factors are outside of our control and difficult to predict. Further, our expectations regarding future claims may change significantly over time. If prevailing economic conditions deteriorate suddenly and/or unexpectedly, our estimates of loss reserves could be materially understated, which may adversely impact our financial condition and operating results. Due to the inherent uncertainty and significant judgment involved in the numerous assumptions required in order to estimate our losses, our loss estimates may vary widely. Because loss and IBNR reserves are based on such estimates and judgments, there can be no assurance that even in a stable economic environment, actual claims paid by us will not be substantially different than our loss and IBNR reserves for such claims. Our business, operating results and financial condition will be adversely impacted if, and to the extent, our actual losses are greater than our loss and IBNR reserves.

Further, consistent with industry practice, our reserving method does not take account of losses that could occur from insured loans that are not in default. Thus, future potential losses that may develop from loans not currently in default are not reflected in our financial statements, except in the case where we are required to establish a premium deficiency reserve. As a result, future losses on loans that are not currently in default may have a material impact on future results if such losses emerge.

~~We may be required to establish a premium deficiency reserve if the net present value of our premiums and reserves is less than the net present value of our loss payments and expenses.~~

In addition to establishing loss reserves for loans in default, under GAAP, we are required to establish a premium deficiency reserve for our mortgage insurance products if the amount by which the net present value of expected future losses for a particular product and the expenses for such product exceeds the net present value of expected future premiums and existing reserves for such product. We evaluate whether a premium deficiency exists at the end of each fiscal quarter. Our evaluation of premium deficiency is based on our best estimates of future losses, expenses and premiums. This evaluation depends upon many significant assumptions, including assumptions regarding future macroeconomic conditions, and therefore, is inherently uncertain and may prove to be inaccurate. There can be no assurance that premium deficiency reserves will not be required in future periods. In addition, even if

we were required to establish a premium deficiency reserve, there can be no assurance that it will be adequate. If one of these were to occur, our business, financial condition and operating results would be adversely impacted.

~~If we are unsuccessful in our efforts to attract, train and retain qualified personnel, or to retain those personnel we have already recruited, our business may be adversely affected.~~

We believe that our growth and future success depends in large part on the services and skills of our management team and our ability to motivate and retain these individuals and other key personnel, which includes members of our Finance, Sales, Legal, Risk, Insurance Operations and IT departments. We intend to pay competitive salaries, bonuses and equity-based rewards in order to attract and retain such personnel, but there can be no assurance that we will be successful in such endeavors. The loss of key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition or operating results.

~~The mix of business we write affects our revenue stream and the likelihood of losses occurring.~~

Even when housing values are stable or rising, mortgages with certain characteristics have higher probabilities of claims. These characteristics include loans with LTVs over 95% (or in certain markets that have experienced declining housing values, over 90%), lower credit scores, with lower scores tending to have higher probabilities of claims, or higher total debt-to-income ratios. Loans with combinations of these risk factors have a higher degree of layered risk. In general, we charge higher premiums for loans with higher risk characteristics. There is, however, no guarantee that our premiums will compensate us for the losses we incur on loans with higher risk characteristics. From time to time, in response to market conditions, we may change the types of loans that we insure and the guidelines under which we insure them, and in doing so, the concentration of insured loans with higher risk characteristics in our portfolio may increase. In addition, we may make exceptions to our underwriting guidelines on a loan-by-loan basis and for certain customer programs. Even though underwriting that falls outside of our guidelines would be on a case-by-case basis, we could incur greater than expected claims and claim payments on this business, which could negatively impact our revenues and operating results.

~~We may not be able to effectively manage our growth.~~

Our future operating results depend to a large extent on our ability to successfully manage our growth. Our growth has placed, and it may continue to place, significant demands on our operations and management. Our current plan is dependent upon our ability to:

continue to implement and improve our operational, credit, financial, management and other internal risk controls and processes and our reporting systems and procedures in order to manage a growing number of client relationships;

~~scale our technology platform; and~~

~~attract and retain management talent.~~

We may not successfully implement improvements to, or integrate, our management information and control systems, procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in loan volume in various markets and the infrastructure that comes with new customers. If we are unable to manage future expansion in our operations, we may experience compliance and operational problems, be required to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could have an adverse effect on our business, financial condition or operating results.

~~We rely on our systems, employees and third party service providers, and any errors or fraud could materially and adversely affect us.~~

We are exposed to many types of operational risk, including the risk of fraud by employees and outsiders, including third-party service providers, clerical record-keeping errors and transactional errors. Our business is dependent on our employees as well as third parties to process a large number of transactions. We could be materially and adversely affected if one of our employees causes a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business also could be sources of operational risk to us, including breakdowns or failures of such parties' own systems or employees. Any of these occurrences could result in our diminished ability to operate our business, potential liability to customers, reputational damage and regulatory intervention, which could result in a material and adverse ~~effect on our financial position~~manner. The risks described herein and ~~operating results.~~

We are dependent on our information technology and telecommunications systems and third-party service providers, and termination of third-party contracts, systems failures, interruptions, or breaches of security could have a material adverse effect on us.

Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems and on adequate performance of our third-party service providers. We outsource many of our major information technology functions, including for the development and operation of our enterprise technology platform, data center hosting and management, email and collaboration and human resource systems. We also outsource certain of our underwriting functions to third party service providers. The failure of any of these third parties to perform and/or deliver on a timely basis, or the failure of these systems, either individually or collectively, or the termination of a third-party software license or service agreement on which any of our systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third parties, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have an adverse effect on our business, financial condition and operating results.

A failure in or breach of our operational or security systems or infrastructure, or those of third parties with which we do business, including as a result of cyber attacks, could disrupt our business, result in the ~~disclosure~~above referenced filings are not the only risks we face, as there are additional risks and uncertainties not currently known to us or ~~misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.~~

Our business is highly dependent upon the effective operation of our information technology systems, which process, transmit, store and protect large amounts of personal information of the borrowers whose mortgages we insure, in addition to the confidential, proprietary, financial and other information that are critical to our business. Furthermore, a significant portion of the communications between our employees and our customers and service providers depends on information technology and electronic information exchange. The security of our computer systems and networks, and those functions that we ~~may outsource, are vulnerable~~currently deem to ~~unauthorized access, interruptions or failures due to events that~~be immaterial which may be beyond our control, including, but not limited to, cyber attacks, natural disasters, theft, terrorist attacks, computer viruses, and general technology failures. Additionally, our employees and vendors may use portable computers or mobile devices which can be stolen, lost or damaged. We have adopted information security procedures and controls to safeguard our systems and the information that we process, transmit and store. Despite these efforts, we may not be able to anticipate or to implement effective preventive measures against all cyber threats, particularly because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers. Any compromise of the security of our information technology systems may result in loss of personally identifiable information, financial losses, loss of customers and the inability to transact business; would be costly and time-consuming to address and resolve an incident; could expose us to liability for damages, harm our reputation, subject us to regulatory scrutiny or expose us to civil litigation. If any of these were to occur, our business, financial condition and operating results could be adversely affected. Further, the technology errors and omissions coverage we maintain may be inadequate to cover any claims or costs associated with an incident that may occur in the ~~future.~~

~~If servicers fail to adhere to appropriate servicing standards or experience disruptions to their businesses, our losses could unexpectedly increase.~~

We depend on reliable, consistent third-party servicing of the loans that we insure. Among other things, our master policy requires our insureds and their servicers to timely submit premium and monthly insurance-in-force and default reports and utilize commercially reasonable efforts to limit and mitigate loss when a loan is in default. If these servicers fail to adhere to such servicing standards and fail to limit and mitigate loss when appropriate, our losses may unexpectedly increase. In addition, if one or more servicers were to experience adverse effects to its business, such servicers could experience delays in their reporting and premium payment requirements, which could result in our inability to correctly record new loans as they are underwritten, receive and process premium payments on insured loans and/or properly recognize and establish loss reserves on loans when a default exists or occurs but is not reported to us. Significant failures by large servicers or disruptions in the servicing of mortgage loans we insure would adversely impact our business, financial condition and operating results.

~~The occurrence of natural or man-made disasters or a pandemic could~~future adversely affect our business, financial condition ~~and~~and/or operating results.

We could be exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, floods and tornadoes and man-made disasters, including acts of terrorism, military actions and pandemics. For example, a natural or man-made disaster or a pandemic could lead to unexpected changes in persistency rates as policyholders and contract holders who are affected by the

disaster may be unable to meet their contractual obligations, such as payment of premiums on our insurance policies, interest payments due on our invested assets and mortgage payments on loans we insure. The continued threat of terrorism may cause significant volatility in global financial markets, and a natural or man-made disaster or a pandemic could trigger an economic downturn in the areas directly or indirectly affected by the disaster. These consequences could, among other things, result in a decline in business and increased claims from those areas, as well as an adverse effect on home prices in those areas, which could result in unexpected increased loss experience in our business. Disasters or a pandemic also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations. In addition, a disaster or a pandemic could adversely affect the value As of the ~~assets in our investment portfolio if it affects companies' ability to pay us principal or interest on their securities.~~

Our holding company structure and certain regulatory and other constraints, including adverse business performance, could affect our ability to satisfy our obligations and potentially require us to raise more capital.

~~NMIH serves as the holding company for our insurance subsidiaries, NMIC and Re One, and does not have any significant operations~~date of its own. NMIC is a mono-line insurance company restricted to writing residential MI business only, and Re One solely provides reinsurance to NMIC for purposes of compliance with statutory coverage limits. As a result, one of our principal sources of funds will be income from dividends and other distributions from these subsidiaries, including permitted payments under our tax and expense-sharing arrangements. Our dividend income is limited to upstream dividend payments from our subsidiaries, which dividends are restricted by agreements with the GSEs and various state insurance departments and by Wisconsin law. Under agreements with the GSEs,this report, we are not permitted to extract dividends from our subsidiaries until December 31, 2015. In addition, NMIC has agreed with various state insurance regulators to restrict dividend payments until January 2016. In general, dividends in excess of prescribed limits are deemed "extraordinary" and require approval of the Wisconsin OCI. Further, it is possible that Wisconsin will adopt revised statutory provisions or interpretations of existing statutory provisions that could be more restrictive than those currently in effect or will otherwise take actions that may further restrict the ability of our insurance subsidiaries to pay dividends or make distributions or returns of capital. As a result of these dividend limitations, we do not expect to receive dividend income from our subsidiaries for several years, if at all. In addition, the expense-sharing arrangements between us and our subsidiaries, as amended, have been approved by the Wisconsin OCI, but such approval may be revoked at any time. If this were to occur, payments to us could be curtailed or limited which would adversely impact our business and operating results.

In addition, we could be required to provide additional capital support for NMIC and Re One if additional capital is required pursuant to our agreements with state departments of insurance, insurance laws and regulations or by the GSEs. If we were unable to meet our obligations, our insurance subsidiaries could lose GSE Approval and/or be required to cease writing business in one or more states, which would adversely impact our business, financial condition and operating results.

Our future capital requirements depend on many factors, including our ability to successfully write new business and establish premium rates at levels sufficient to cover losses, expenses and allow us to achieve profitability, which may be delayed or never occur. We cannot be sure that we will be able to raise equity or debt financing on terms favorable to us and our stockholders and in the amounts that we require, or at all. If we cannot obtain adequate capital, our business, financial condition and operating results could be adversely affected.

~~Risk Factors Relating to the Mortgage Insurance Industry and Its Regulation~~

~~The implementation of the Basel III Capital Accord may affect the use of MI by and, our ability to conduct business with, certain banks.~~

In November 2010, the U.S. adopted a new capital framework known as Basel III to amend the preexisting capital rules under Basel II, which have not yet been implemented for U.S. depository institutions or holding companies. The phase in period for U.S. banks to implement the Basel III regulations is for a duration of five years, which started on January 2, 2014. The regulations increase the amount of capital and the quality of the capital required to be held by banks. The regulations continue the current treatment for the risk weighting of residential mortgage assets and the treatment of mortgage insurance as reducing the risk weighting on mortgages where the borrower has made a down payment of less than 10% of the value of the residential property.

In addition, the regulations increased the risk weighting for mortgage servicing assets held by banks and require the mortgage servicing assets above certain levels be deducted from the calculation of Tier I equity. Since most low down payment mortgages originated today are either sold to the GSEs or insured by the FHA or guaranteed by the VA, we cannot predict what, if any, impact to the MI industry the Basel III regulations will have over time. Since a significant percentage of the mortgages insured by the MI industry are serviced by banks or bank-owned mortgage companies, the changes in risk weighting for mortgage servicing assets and the deductions from Tier I equity capital for mortgage servicing assets above certain levels has caused and may continue to cause shifts in the amounts of mortgages serviced by banks and bank affiliates or subsidiaries relative to non-banking organizations. It is

~~difficult to predict the impact these shifts may have on the quality of the servicing of insured mortgages or the ultimate impact on the MI industry.~~

In December 2014, the Basel Committee issued a proposal for further revisions to Basel III's standardized approach for credit risk. The proposal sets forth proposed adjustments to the risk weights for residential mortgage loans. With this proposal, the Basel Committee is considering taking into account the borrower's ability to service a mortgage as a proxy for a debt service coverage ratio. The proposal remains open for comment, and it is difficult to predict whether the Basel Committee will adopt the proposal, and if it does, whether U.S. federal banking regulators will adopt regulation to include elements of the proposal. Even if these things happen, it is difficult to predict the impact, if any, on the MI industry.

Implementation of the Dodd-Frank Act could negatively impact private mortgage insurers and the amount of insurance they can write, including if the definition of Qualified Residential Mortgage (QRM) results in a reduction of the number of low down payment loans available to be insured.

The Dodd-Frank Act required certain federal regulators to promulgate regulations providing for minimum credit risk-retention requirements in securitizations of residential mortgage loans that do not meet the definition of "qualified residential mortgages" (QRM). Congress directed these regulators to define QRM no broader than the definition of a qualified mortgage (QM). On October 24, 2014, the agencies issued the final QRM rule, with an effective date of February 23, 2015. The QRM rule provides for the required risk retention of 5%, and as directed by Congress, excludes QM from the risk retention requirements. In addition, the rule excludes from the risk retention rule mortgage-backed securities issued by Fannie Mae or Freddie Mac as a sponsor, during the duration of the GSEs' conservatorships, or by any limited-life regulatory entity succeeding to either GSE. To benefit from the exemption from risk retention, the GSEs in conservatorship and/or any limited life regulatory entity, as the sponsor, must fully guarantee the timely payment of principal and interest on all mortgage-backed securities issued.

We, and the industry, continue to evaluate the final QRM rule and whether it will have any impact on the MI industry. The potential impact depends on, among other things, the mortgage finance market's reaction to the final rule on and after the rule's effective date, including whether the final rule will affect the size of the high-LTV mortgage market and the extent to which the GSEs' mortgage purchase and securitization activities become a smaller portion of the overall market and securitizations subject to the risk retention requirements and the QRM exemption become a larger part of the mortgage market. If the final QRM rule has the effect of materially reducing the size of the high-LTV mortgage market and therefore the population of loans eligible for MI, our business could be adversely affected.

Our business prospects and operating results could be adversely impacted if, and to the extent that, the Consumer Financial Protection Bureau's ability to repay rules defining a qualified mortgage reduce the size of the origination market.

The Dodd-Frank Act authorized the Consumer Financial Protection Bureau (CFPB) to issue regulations requiring a loan originator to determine whether, at the time a loan is originated, the consumer has a reasonable ability to repay the loan (ATR). The CFPB's final ATR rule went into effect on January 10, 2014. A subset of mortgages within the ATR rule is known as "qualified mortgage" or QM. QMs under the rule benefit from a statutory presumption of compliance with the ATR rule, thus potentially mitigating the risk of the liability of the creditor and assignees of the loan under TILA. We, along with other industry participants, have observed that the significant majority of covered loans made after the effective date of the CFPB's ATR rule have been QMs. We expect that most lenders will continue to be reluctant to make loans that do not qualify as QMs (either under specific underwriting guidelines in the rule or government or GSE underwriting guidelines) because absent full compliance with the ATR rule, such loans will not be entitled to a safe-harbor presumption of compliance with the ability-to-pay requirements. As a result, we believe ATR regulations have given rise to a subset of borrowers who cannot meet the regulatory QM standards, thus reducing the size of the residential mortgage market tied to such borrowers. It is difficult to predict with any certainty whether changes resulting from the QM rule will have a negative impact on the MI industry over time. Our business prospects and operating results could be adversely impacted if, and to the extent that, the QM regulations have the impact of reducing the size of the origination market.

In addition, there are certain aspects of the ATR regulations that could have an adverse impact on mortgage insurers. Under the QM regulations, if the lender requires the borrower to purchase MI, then the MI premiums are included in monthly mortgage costs in determining the borrower's ability to repay the loan. The demand for MI may decrease if, and to the extent that, monthly MI premiums make it less likely that a loan will qualify for QM status, especially if MI alternatives (discussed below in "—~~The amount of insurance we may be able to write could be adversely affected if lenders and investors select alternatives to MI.") are relatively less expensive than MI.~~

~~In addition, under the QM regulations, mortgage insurance premiums that are payable at or prior to consummation of the loan are includible in points and fees~~ ~~unless, and to the extent that, such up-front premiums (UFP) are (i) less than or equal to the UFP charged by the FHA,~~ ~~and~~ ~~(ii) are automatically refundable on a~~ ~~pro rata~~ ~~basis upon satisfaction of the loan. (The FHA currently charges UFP of 1.75% on all residential mortgage loans, but it has the authority to change its UFP from time to time.) The QM rule~~

includes a limitation on points and fees of 3% of the total loan amount. As inclusion of MI premiums towards the 3% cap will reduce the capacity for other points and fees in covered transactions, mortgage originators may be less likely to purchase single premium MI products to the extent that the associated premiums are deemed to be points and fees. In general, lender paid mortgage insurance premiums are not counted in the consideration of the borrower's monthly payment or in the 3% points and fees determination. As a result, we believe there is greater demand for lender-paid single premium products, including lender-paid single premium products that may be discounted, compared to borrower-paid single premium products. This increased demand may have an adverse impact on our business, financial condition and operating results to the extent that borrower-paid single premium products are more profitable than lender-paid single premium products.

Changes in the business practices of the GSEs, including a decision to decrease or discontinue the use of MI, federal legislation that changes their charters or a restructuring of the GSEs could reduce our revenues or increase our losses.

The requirements and practices of the GSEs impact the operating results and financial performance of MI companies. Changes in the charters or business practices of Freddie Mac or Fannie Mae could reduce the number of mortgages they purchase that are insured by us and consequently diminish our franchise value. The GSEs could be directed to make such changes by the FHFA, which was appointed as their conservator in September 2008 and has the authority to control and direct the operations of the GSEs.

With the GSEs in their 7th year of conservatorship, the U.S. Congress is more likely to address the role and purpose of the GSEs in the U.S. housing market and potentially legislate structural and other changes to the GSEs and the functioning of the secondary mortgage market. Since 2011, there have been numerous legislative proposals intended to scale back or eliminate the GSEs, however, no legislation has been enacted to date. The proposals vary greatly with regard to the government's role in the housing market, and more specifically, with regard to the existence of an explicit or implicit government guarantee. If any GSE reform legislation is enacted, it could impact the current role of mortgage insurance as credit enhancement, including its reduction or elimination, which would have an adverse effect on our revenue, operating results or financial condition. As a result of these matters, it is uncertain what role private capital, including MI, will play in the domestic residential housing finance system in the future or the impactaware of any such changes on our business. In addition, the timing of the impact on our business is uncertain. Any changes to the charters or statutory authorities of the GSEs would require Congressional action to implement. Passage of any GSE reform legislation is uncertain and could change through the legislative process, which could take time, making the actual impact on us and our industry difficult to predict.

~~The U.S. MI industry is subject to regulatory risk and has been subject to increased scrutiny by insurance and other regulatory authorities.~~

The U.S. MI industry and our insurance subsidiaries are subject to comprehensive federal and state regulation, which has increased in recent years as a result of the most recent financial crisis. Increased federal or state regulatory scrutiny could lead to new legal precedents, new regulations or new practices, or regulatory actions or investigations, which could adversely affect our financial condition and operating results. Given the recent significant losses incurred by many insurers in the mortgage and financial guaranty industries, we and our industry may be subject to heightened scrutiny by insurance regulators. In June 2015, the Wisconsin OCI sent a letter to all active mortgage insurers requesting that each company, including NMIC, respond to a number of inquiries, including whether the company has offered customized terms or rates. Although their scope varies, state insurance laws generally grant broad supervisory powers to state insurance regulatory authorities to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect to the insurance business. These state insurance regulatory authorities could take actions that could materially impact the types of products and services we and our industry are permitted to offer, including requiring us (and other MI companies) to modify our current business practices. Further, failure to comply with the various federal and state regulations promulgated by federal consumer protection authorities and state insurance regulatory authorities could lead to enforcement or disciplinary action, including the imposition of penalties and the revocation of our authorization to operate.

State insurance regulators also have the authority to make changes to capital requirements. The National Association of Insurance Commissioners (NAIC) has formed a working group to explore whether the states should adopt more robust rules regulating mortgage insurers, including, among other things, strengthened capital requirements, underwriting standards, claims practices and market conduct. We, along with other MI companies, are working with the Mortgage Guaranty Insurance Working Group of the Financial Condition (E) Committee of the NAIC (Working Group). The Working Group will determine and make a recommendation to the Financial Condition (E) Committee of the NAIC as to what changes, if any, the Working Group believes are necessary to the solvency regulation of MI companies, including changes to the Mortgage Guaranty Insurers Model Act (Model #630). We have provided feedback to the Working Group since early 2013. The Working Group's discussions are ongoing and the ultimate outcome of these discussions and any potential actions taken by the NAIC cannot be predicted at this time. If the Working Group proposes that the NAIC adopt more stringent capital requirements, this could ultimately lead to NMIC being obligated to hold more capital for its insured business, which would reduce our profitability compared to the profitability we expect under the existing capital

~~requirements.~~

~~A downturn in the U.S. economy or a decline in the value of borrowers' homes from their value at the time their loans close may result in more homeowners defaulting and could increase our losses.~~

Losses result from events that reduce a borrower's ability to continue to make mortgage payments, such as increasing unemployment and whether a defaulting borrower can sell the home for an amount that will cover unpaid principal and interest and the expenses of the sale. Deterioration in economic conditions generally increases the likelihood that borrowers will not have sufficient income to pay their mortgages and can also adversely affect housing values, which in turn can decrease the willingness of borrowers with sufficient resources to make mortgage payments when their mortgage balances exceed the values of their homes. Housing values may decline even absent deterioration in economic conditions due to declines in demand for homes, which in turn may result from changes in buyers' perceptions of the potential for future appreciation, rising interest rates or restrictions on mortgage credit due to more stringent underwriting standards, among other factors. If our loss projections are inaccurate, our loss payments could materially exceed our recorded loss reserves resulting in an adverse effect on our financial position and operating results. Also, if unemployment rates materially exceed and home price trends materially differ from our forecasts, our underwriting standards and premium charges may prove inadequate to shield us from materially increased losses.

~~Changes in interest rates, house prices or mortgage insurance cancellation requirements may change the length of time that our policies remain in force .~~

The premium from a single premium policy is collected up front and generally earned over the estimated life of the policy. In contrast, premiums from a monthly premium policy are received and earned each month over the life of the policy. In each year, most of our premiums will be from insurance that has been written in prior years. As a result, the length of time insurance remains in force,which is also generally referred to as persistency, is a significant determinant of our revenues. A lower level of persistency could reduce our future revenues, particularly with respect to our monthly-paid premium products. In contrast, a higher than expected persistency rate will decrease the profitability from single premium policies because they will remain in force longer than was estimated when the policies were written. The factors affecting persistency include:

the level of current mortgage interest rates compared to the mortgage rates on the IIF, which affects the vulnerability of the IIF to refinancings (i.e., lower current interest rates make it more attractive for borrowers to refinance and receive a lower interest rate); and

~~mortgage insurance cancellation policies of mortgage investors, along with the current value of the homes underlying the mortgages in the IIF.~~

~~Current mortgage interest rates are at or near historic lows. Future premiums on our IIF represent a~~ material portion of our claims paying resources. We are unsure what the impact on our revenues will be as mortgages are refinanced, because the number of policies we write for replacement mortgages may be more or less than the terminated policies associated with the refinanced mortgages. Given this dynamic, our expected revenues from monthly premium policies in particular might be negatively impacted if there is a higher than expected level of refinance activity in the future.

~~The amount of insurance we may be able to write could be adversely affected if lenders and investors select alternatives to MI.~~

~~If lenders and investors select alternatives to MI, our business could be adversely affected. These alternatives to MI include, but are not limited to:~~

~~lenders using government mortgage insurance programs, including those of the FHA and the VA;~~

~~state-supported mortgage insurance funds in several states, including California and New York;~~

~~lenders and other investors holding mortgages in portfolio and self-insuring;~~

~~investors using credit enhancements other than MI, using other credit enhancements in conjunction with reduced levels of MI coverage, or accepting credit risk without credit enhancement;~~

lenders originating mortgages using "piggy-back" or other structures to avoid MI, such as a first mortgage with an 80% LTV and a second mortgage with a 10%, 15% or 20% LTV (referred to as 80-10-10, 80-15-5 or 80-20 loans, respectively) rather than a first mortgage with an LTV above 80% that has MI; and

~~if borrowers pay cash versus securing mortgage financing, which has occurred with greater frequency in recent years.~~

Any of these alternatives to MI could reduce or eliminate the need for our product, could cause us to lose business and/or could limit our ability to attract the business that we would prefer to underwrite. In particular, since 2008, government mortgage insurance programs, principally the FHA, have captured a significant share of the insured loan market. Government mortgage insurance programs are not subject to the same capital requirements, risk tolerance or business objectives that we and other private MI companies are, and therefore, generally have greater financial flexibility in setting their pricing, guidelines and capacity, which could put us at a competitive disadvantage. On January 26, 2015, the FHA reduced its single-family annual mortgage insurance premiums by 50 basis points. On December 11, 2013, HUD announced its own final rule defining a "Qualified Mortgage" that would be insured, guaranteed or administered by FHA, which went into effect on January 10, 2014 and which is less restrictive than the CFPB's definition in certain respects, including that (i) it has no borrower DTI limit, and (ii) it has a higher pricing threshold for loans to fall into the "safe harbor" category of QM loans rather than the "rebuttable presumption" category of QM loans. Because of these factors, it is possible that lenders will prefer FHA-insured loans to loans insured by private MI companies, including us, and that such preferences could have a material negative effect on our ability to compete for business. In addition, loans insured under FHA and other Federal government-supported mortgage insurance programs are eligible for securitization in Ginnie Mae securities, which may be viewed by investors as more desirable than GSE securities due to the explicit backing of Ginnie Mae securities by the full faith and credit of the U.S. Federal government. While declining from a high of approximately 85% in 2009, the market share of governmental agencies remains substantially above the low of approximately 23% in 2007, according to statistics reported by Inside Mortgage Finance. If the FHA or other government-supported mortgage insurance programs maintain or increase their share of the mortgage insurance market, our business and industry could be negatively affected.

The degree to which lenders or borrowers may select these alternatives now, or in the future, is difficult to predict. As one or more of the alternatives described above, or new alternatives that enter the market, are chosen over MI, our revenues could be adversely impacted. The loss of business in general or the specific loss of more profitable business could have a material adverse effect on our financial position and operating results.

~~If the volume of low down payment loan originations declines, the amount of insurance that we may be able to write could decline, which would reduce our revenues.~~

Our revenues, in part, depend on the volume of low down payment loan originations and may be negatively affected if the volume declines. The factors that affect the volume of low down payment loan originations include, among other things:

~~restrictions on mortgage credit due to more stringent underwriting standards, more restrictive regulatory requirements and liquidity issues affecting lenders;~~

~~the level of loan interest rates and deductibility of mortgage interest for income tax purposes;~~

~~the health of the real estate industry and the national economy as well as the conditions in regional and local economies;~~

~~housing affordability;~~

~~population trends, including the rate of household formation;~~

~~the rate of home price appreciation, which in times of heavy refinancing can affect whether refinance loans have LTVs that require MI;~~

~~U.S. government housing policy encouraging loans to first-time homebuyers; and~~

~~the extent to which the GSEs' guaranty and other fees, credit underwriting guidelines and other business terms affect lenders' willingness to extend credit for low down payment mortgages.~~

~~A decline in the volume of low down payment loan originations could decrease demand for MI, decrease our NIW and therefore reduce our revenues and have an adverse effect on our operating results.~~

~~The U.S. MI industry is, and as a participant we will be, subject to litigation and regulatory enforcement risk generally.~~

We operate in highly regulated industries that inherently pose a heightened risk of litigation and regulatory proceedings. As a result, the members of the MI industry, including us, face litigation risk, including the risk of class action lawsuits, and administrative enforcement by federal agencies in the ordinary course of operations. Litigation and enforcement actions relating to capital markets transactions and securities-related matters in general has increased as a result of the most recent financial crisis. Consumers continue to bring lawsuits against home mortgage lenders and settlement service providers. We currently are not a party to litigation or subject to any enforcement actions; however, such proceedings could arise in the future. The cost to defend, and the ultimate resolution of, any such action or proceeding could have a material adverse impact on our business, financial condition and results of operations.

Mortgage insurers have been involved in litigation alleging violations of the Real Estate Settlement Procedures Act (RESPA). Among other things, RESPA generally precludes mortgage insurers from paying referral fees to mortgage lenders for the referral of MI business. This limitation also can prohibit providing services or products to mortgage lenders free of charge, charging fees for services that are lower than their reasonable or fair market value, and paying fees for services that mortgage lenders provide that are higher than their reasonable or fair market value, in exchange for the referral of MI business. Various regulators, including the CFPB, state insurance commissioners and state attorneys general may bring actions seeking various forms of relief in connection with alleged violations of the referral fee limitations of RESPA, as well as by private litigants in class actions. The insurance law provisions of many states also prohibit paying for the referral of insurance business and provide various mechanisms to enforce this prohibition.

In the past, a number of lawsuits have challenged the actions of other MI companies under RESPA, alleging that the insurers have violated the referral fee prohibition by entering into captive reinsurance arrangements or providing products or services to mortgage lenders at improperly reduced prices in return for the referral of MI. In addition to these private lawsuits, other MI companies received Civil Investigative Demands from the CFPB and state insurance regulators as part of their respective investigations to determine whether mortgage lenders and mortgage insurance providers engaged in acts or practices in connection with their captive mortgage insurance arrangements in violation of the RESPA and state insurance laws. In 2013, the CFPB entered into consent orders with five other MI companies settling the CFPB's allegations related to those MI companies' respective captive arrangements. We do not currently have any captive reinsurance arrangements and are not currently subject to RESPA-related actions by federal and state regulators. Should we become a party to an action by any of these various regulators, the ultimate outcome is difficult to predict, and it is possible that any outcome could be negative to us specifically or the industry in general and such a negative outcome could have an adverse effect on our business, financial position and operating results.

~~Risks Related to Our Common Stock~~

~~We do not anticipate paying any dividends on our common stock in the near future, and payment of any declared dividends may be delayed.~~

As a condition of GSE Approval, the GSEs have prohibited NMIC from paying a dividend to us before December 31, 2015. NMIC has also agreed with various state insurance regulators to restrictions on the payment of dividends until January 2016. After the expiration of these periods, we must obtain prior approval from the GSEs for the payment of any dividend by NMIC, and we will have to obtain permission from our state of domicile regulator, the Wisconsin OCI or any successor domestic regulator, for the payment of any extraordinary dividend. Without the payment of dividends from NMIC to us, it may be difficult for us to pay dividends to stockholders.

We have not declared or paid dividends in the past, and we do not expect to pay dividends in the near future. Further, we do not have earnings from which dividends may be paid. In our early years, to the extent we have earnings, we intend to retain such earnings to expand our business. As a result, only appreciation in the price of our common stock, which may never occur, will provide a return to investors. Any future declaration and payment of dividends by our Board will depend on many factors, including general economic and business conditions, our strategic plans, our financial results and condition, legal requirements and other factors that our Board deems relevant. In addition, we may enter into credit agreements or other debt arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock.

~~The market price of our common stock could decline due to the large number of outstanding shares of our common stock eligible for future sale.~~

As of July 31, 2015, we had 58,740,100 shares of our common stock issued and outstanding. Of the outstanding shares of our common stock, the shares held by a person (or persons whose shares are aggregated) who is not deemed to be an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 of the Securities Act may be eligible for resale in the public market under Rule 144 under the Securities Act subject to applicable restrictions under Rule 144. Sales of substantial amounts of our common stock in the public market in the future, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future, at a time and place that we deem appropriate.

In addition, we have filed registration statements on Form S-8 under the Securities Act to register an aggregate of 5.5 million shares of our common stock for issuance under our 2012 Stock Incentive Plan and an aggregate of 4 million shares of our common stock for issuance under our 2014 Omnibus Incentive Plan. Any shares issued in connection with acquisitions, the exercise of stock options or otherwise would dilute the percentage ownership held by investors who purchase our shares.

~~Future issuances of shares of our common stock may depress our share price and might dilute the book value of our common stock and reduce your influence over matters on which stockholders vote.~~

We have the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares that may be issued to satisfy our obligations under our incentive plans, and securities and instruments that are convertible into our common stock. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock and might dilute the book value of our common stock or result in a decrease in the per share price of our common stock.

~~Future issuance of debt or preferred stock, which would rank senior to our common stock upon our liquidation, may adversely affect the market value of our common stock.~~

In the future, we may attempt to increase our capital resources by issuing debt, including bank debt, commercial paper, medium-term notes, senior or subordinated notes or classes of shares of preferred stock. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments that would limit amounts available for distribution to holders of shares of our common stock. Accordingly, in the event of our liquidation, holders of our debt securities and preferred stock and lenders with respect to other borrowings, if any, would receive a distribution of our available assets prior to the holders of shares of our common stock. In addition, if we incur debt in the future, our future interest cost could increase and adversely affect our liquidity, cash flow and operating results. Our decision to issue debt or preferred stock will depend on market conditions and other factors, some of which will be beyond our control. We cannot predict or estimate the amount, timing or nature of such future issuances. Holders of our common stock~~bear the risk of such future issuances of debt or preferred stock reducing the market value of our common stock.~~

~~The market price of our common stock may be volatile, which could cause the value of an investment in our common stock to decline.~~

The market price of our common stock may fluctuate substantially and be highly volatile, which may make it difficult for stockholders to sell their shares of our common stock at the volume, prices and times desired. There are many factors that impact the market price of our common stock, including, without limitation:

~~general market conditions, including price levels and volume and changes in interest rates;~~

~~national, regional and local economic or business conditions;~~

~~the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;~~

~~our actual or projected financial condition, liquidity, operating results, cash flows and capital levels;~~

~~changes in, or failure to meet, our publicly disclosed expectations as to our future financial and operating performance;~~

publication of research reports about us, our competitors or the financial services industry generally, or changes in, or failure to meet, securities analysts' estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;

~~market valuations, as well as the financial and operating performance and prospects, of similar companies;~~

~~future issuances or sales, or anticipated issuances or sales, of our common stock or other securities convertible into or exchangeable or exercisable for our common stock;~~

~~expenses incurred in connection with changes in our stock price, such as~~ changes in the ~~value of the liability reflected on our financial statements associated with outstanding warrants;~~

~~the potential failure to establish and maintain effective internal controls over financial reporting;~~

~~additions or departures of key personnel;~~

~~our failure to satisfy the continued listing requirements of the NASDAQ;~~

~~our failure to comply with the Sarbanes-Oxley Act of 2002; and~~

~~our treatment as an "emerging growth company" under the federal securities laws.~~

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect the trading price of our common stock. In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of

~~volatility~~risk factors set forth in the ~~market price of their securities. Any similar litigation against us could result in substantial costs, divert management's attention and resources and harm our business or operating results.~~

~~We are an emerging growth company (EGC) and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.~~

As an EGC, we are relieved from certain significant requirements, including, among other things, the requirement to comply with certain provisions of Sarbanes-Oxley and the Dodd-Frank Act and certain provisions and reporting requirements of or under the Securities Act and the Exchange Act, which has the effect of reducing the amount of information that we are required to provide for the foreseeable future. For example, as an EGC, we are exempt from complying with Section 404(b) of Sarbanes-Oxley, which otherwise would have required our auditors to attest to and report on our internal control over financial reporting. These reduced disclosure requirements may make our common stock less attractive to investors. To the extent that other companies do not, or cannot, take advantage of the benefits under the JOBS Act, this distinction may make our common stock less attractive to investors.

Provisions contained in our organizational documents, as well as provisions of Delaware law, could delay or prevent a change of control of us, which could adversely affect the price of shares of our common stock.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by our Board. Our corporate governance documents include provisions that:

~~provide that special meetings of our stockholders generally can only be called by the chairman of the Board or the president or by resolution of the Board;~~

provide our Board the ability to issue undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may grant preferred holders voting, special approval, dividend or other rights or preferences superior to the rights of the holder of common stock;

~~provide our Board the ability to issue common stock and warrants within the amount of authorized capital;~~

provide that, subject to the rights of the holders of any series of preferred stock with respect to such series of preferred stock, any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of our stockholders and may not be effected by any consent in writing by such stockholders; and

provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, generally must provide timely advance notice of their intent in writing and certain other information not less than 90 days nor more than 120 days prior to the meeting.

~~These provisions, alone or together, could delay hostile takeovers and changes of control of the Company or changes in our management.~~

As a Delaware corporation, we are also subject to anti-takeover provisions of Delaware law. The Delaware General Corporation Law (the DGCL) provides that stockholders are not entitled the right to cumulate votes in the election of directors unless a corporation's certificate of incorporation provides otherwise. Our certificate of incorporation does not provide for cumulative voting in the election of directors.

We are subject to Section 203 of the DGCL, which, subject to certain exceptions, prohibits a public Delaware corporation from engaging in a business combination (as defined in such section) with an "interested stockholder" (defined generally as any person who beneficially owns 15% or more of the outstanding voting stock of such corporation or any person affiliated with such person) for a period of three years following the time that such stockholder became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

In addition, Wisconsin's insurance regulations generally provide that no person may acquire control of us unless the transaction in which control is acquired has been approved by the Wisconsin OCI. The regulations provide for a rebuttable presumption of control when a person owns or has the right to vote more than 10% of the voting securities. In addition, the insurance regulations

of other states in which NMIC and/or Re One are licensed insurers require notification to the state's insurance department a specified time before a person acquires control of us. If regulators in these states disapprove the change of control, our licenses to conduct business in the disapproving states could be terminated.

Any provision of our certificate of incorporation or bylaws or Delaware law or under the Wisconsin insurance regulation that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of common stock, and could also affect the price that some investors are willing to pay for shares of our common stock.above referenced filings.

Item 6. Exhibits

An index to exhibits has been filed as part of this report and is incorporated herein by reference.

4931

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.



	NMI HOLDINGS, INC.
~~August 4,~~October 30, 2015	By: /s/ Glenn M. Farrell
	Name: Glenn M. Farrell Title: Chief Financial Officer and Duly Authorized Signatory

5032

EXHIBIT INDEX



Exhibit Number		Description

2.1		Stock Purchase Agreement, dated November 30, 2011, between NMI Holdings, Inc. and MAC Financial Ltd. (incorporated herein by reference to Exhibit 2.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
2.2		Amendment to Stock Purchase Agreement, dated April 6, 2012, between NMI Holdings, Inc. and MAC Financial Ltd. (incorporated herein by reference to Exhibit 2.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
3.1		Second Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
3.2		Third Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.1 to our Form 8-K, filed on December 9, 2014)
4.1		Specimen Class A common stock certificate (incorporated herein by reference to Exhibit 4.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
4.2		Registration Rights Agreement between NMI Holdings, Inc. and FBR Capital Markets & Co., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
4.3		Registration Rights Agreement by and between MAC Financial Ltd. and NMI Holdings, Inc., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.3 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
4.4		Registration Rights Agreement between FBR & Co., FBR Capital Markets LT, Inc., FBR Capital Markets & Co., FBR Capital Markets PT, Inc. and NMI Holdings, Inc., dated April 24, 2012 (incorporated herein by reference to Exhibit 4.4 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
4.5		Warrant No. 1 to Purchase Common Stock of NMI Holdings, Inc. issued to FBR Capital Markets & Co., dated June 13, 2013 (incorporated herein by reference to Exhibit 4.5 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
4.6		Form of Warrant to Purchase Common Stock of NMI Holdings, Inc. issued to former stockholders of MAC Financial Ltd.(incorporated herein by reference to Exhibit 4.6 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.1 ~		NMI Holdings, Inc. 2012 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.2 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Chief Executive Officer and Chief Financial Officer (incorporated herein by reference to Exhibit 10.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.3 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Management (incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.4 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Restricted Stock Unit Award Agreement for Directors (incorporated herein by reference to Exhibit 10.4 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.5 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Chief Executive Officer and Chief Financial Officer (incorporated herein by reference to Exhibit 10.5 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.6 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Management (incorporated herein by reference to Exhibit 10.6 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.7 ~		Form of NMI Holdings, Inc. 2012 Stock Incentive Plan Nonqualified Stock Option Award Agreement for Directors (incorporated herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.8 ~		Employment Agreement by and between NMI Holdings, Inc. and Bradley M. Shuster, dated March 6, 2012 (incorporated herein by reference to Exhibit 10.8 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.9 ~		Amendment to Employment Agreement by and between NMI Holdings, Inc. and Bradley M. Shuster, dated April 24, 2012 (incorporated herein by reference to Exhibit 10.9 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)



Exhibit Number		Description
10.10 ~		Employment Agreement by and between NMI Holdings, Inc. and Jay M. Sherwood, dated March 6, 2012 (incorporated herein by reference to Exhibit 10.10 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.11 ~		Amendment to Employment Agreement by and between NMI Holdings, Inc. and Jay M. Sherwood, dated April 24, 2012 (incorporated herein by reference to Exhibit 10.11 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
10.12 ~		Second Amendment to Employment Agreement by and between NMI Holdings, Inc. and John M. Sherwood, dated October 1, 2015 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on October 1, 2015)
10.13 ~		Offer Letter by and between NMI Holdings, Inc. and Glenn Farrell, effective December 4, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on December 9, 2014)
~~10.13~~ 10.14 ~		Form of Indemnification Agreement between NMI Holdings, Inc. and its directors and certain executive officers (incorporated herein by reference to Exhibit 10.1 to our Form 8-K, filed on November 25, 2014)
~~10.14~~10.15 +		Commitment Letter dated July 12, 2013 for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01 (incorporated herein by reference to Exhibit 10.14 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
~~10.15~~10.16 ~		NMI Holdings, Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to Appendix A to our 2014 Annual Proxy Statement, filed on March 26, 2014)
~~10.16~~10.17 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Chief Executive Officer and President (incorporated herein by reference to Exhibit 10.18 to our Form 10-K, filed on February 20, 2015)
~~10.17~~10.18 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Employees (incorporated herein by reference to Exhibit 10.19 to our Form 10-K, filed on February 20, 2015)
~~10.18~~10.19 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Independent Directors (incorporated herein by reference to Exhibit 10.20 to our Form 10-K, filed on February 20, 2015)
~~10.19~~10.20 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement for Chief Executive Officer and President (incorporated herein by reference to Exhibit 10.21 to our Form 10-K, filed on February 20, 2015)
~~10.20~~10.21 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement for Employees (incorporated herein by reference to Exhibit 10.22 to our Form 10-K, filed on February 20, 2015)
~~10.21~~10.22 ~		Form of NMI Holdings, Inc. 2014 Omnibus Incentive Plan Phantom Unit Award Agreement for Independent Directors (incorporated herein by reference to Exhibit 10.21 to our Form 10-Q, filed on August 5, 2015)
21.1		Subsidiaries of NMI Holdings, Inc. ~~(incorporated herein by reference to Exhibit 21.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)~~
31.1		Principal Executive Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Principal Financial Officer's Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 #		Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Conditional Approval Letter, dated January 15, 2013, from Freddie Mac to National Mortgage Insurance Corporation (incorporated herein by reference to Exhibit 99.1 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
99.2		Conditional Approval Agreement, dated January 16, 2013, by and among Federal National Mortgage Association, NMI Holdings, Inc. and National Mortgage Insurance Corporation (incorporated herein by reference to Exhibit 99.2 to our Form S-1 Registration Statement (Registration No. 333-191635), filed on October 9, 2013)
101 *		The following financial information from NMI Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~June~~September 30, 2015 and December 31, 2014 (ii) Consolidated Statements of Comprehensive Loss for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 (iii) Consolidated Statements of Changes in Shareholders' Equity for the six months ended ~~June~~September 30, 2015 and the year ended December 31, 2014 (iv) Consolidated Statements of Cash Flows for the ~~six~~nine months ended June 30, 2015 and 2014, and (v) Notes to Consolidated Financial Statements



~	Indicates a management contract or compensatory plan or contract.
+	Confidential treatment granted as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.
#	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.
*	In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

iii



Cautionary Note Regarding Forward Looking Statements		3
PART I		5
Item 1.	Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3129
Item 4.	Controls and Procedures	3230
PART II		3331
Item 1.	Legal Proceedings	3331
Item 1A.	Risk Factors	3331
Item 6.	Exhibits	4931
Signatures		5032
Exhibit Index		i



As of June 30, 2015	NMIC			Re One		Combined
	(In Thousands)
Primary risk-in-force ⁽¹⁾
Direct	$	1,714,914		$	—	$	1,714,914
Assumed	—			154,468		154,468
Ceded	(154,468		)	—		(154,468		)
Total primary risk-in-force	1,560,446			154,468		1,714,914
Pool risk-in-force ⁽²⁾
Direct	93,090			—		93,090
Assumed	—			24,705		24,705
Ceded	(24,705		)	—		(24,705		)
Total pool risk-in-force	68,385			24,705		93,090
Total risk-in-force	$	1,628,831		$	179,173	$	1,808,004

Statutory policyholders' surplus	$	197,396		$	13,185	$	210,581
Statutory contingency reserve	15,307			1,989		17,296
Total statutory policyholders' position	$	212,703		$	15,174	$	227,877

Risk-to-Capital ⁽³⁾	7.7:1			11.8:1		7.9:1



Weighted Average FICO
	June 30, 2015	March 31, 2015	June 30, 2014
Monthly	742	740	747
Single	756	749	746
Aggregated single	763	774	758



Weighted Average LTV
	June 30, 2015		March 31, 2015		June 30, 2014
Monthly	92	%	91	%	93	%
Single	91		91		93
Aggregated single	89		88		90



	June 30, 2015		December 31, 2014
Average primary loan size by FICO	(In Thousands)
>= 740	$	233	$	236
680 - 739	219		225
620 - 679	203		205
<= 619	—		—



Percentage of RIF by loan type	Primary		Pool
As of June 30, 2015
Fixed	97.1	%	100.0	%
Adjustable rate mortgages:
Less than five years	—		—
Five years and longer	2.9		—
Total	100.0	%	100.0	%