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Delaware
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23-2691170
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1500 Market Street, Philadelphia, PA
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19102
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.001 par value per share
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New York Stock Exchange
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Preferred Stock Purchase Rights
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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Form 10-K
Reference Document
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Definitive Proxy Statement for the Registrant’s 2018 Annual Meeting of Stockholders
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Part III
(Items 10 through 14)
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TABLE OF CONTENTS
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Page
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 16
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Term
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Definition
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Default to Claim Rate
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The percentage of defaulted loans that are assumed to result in a claim
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Deficiency Amount
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The assessed tax liabilities, penalties and interest associated with a formal Notice of Deficiency from the IRS
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Discrete Item(s)
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For tax calculation purposes, certain events that are accounted for in the provision for income taxes as they occur, and are not considered a component of the estimated annualized effective tax rate for purposes of reporting interim results. These items impact the difference between the statutory rate and Radian’s effective tax rate.
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Dodd-Frank Act
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Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended
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Equity Plans
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The 1995 Equity Plan, the 2008 Equity Plan and the Amended and Restated Equity Compensation Plan, together
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Exchange Act
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Securities Exchange Act of 1934, as amended
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Extraordinary Dividend
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A dividend distribution required to be approved by an insurance company’s primary regulator that is greater than would be permitted as an ordinary dividend, which does not require regulatory approval
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Fannie Mae
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Federal National Mortgage Association
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FASB
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Financial Accounting Standards Board
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FEMA
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Federal Emergency Management Agency, an agency of the U.S. Department of Homeland Security
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FEMA Designated Area
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Generally, an area that has been subject to a disaster, designated by FEMA as an individual assistance disaster area for the purpose of determining eligibility for various forms of federal assistance
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FHA
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Federal Housing Administration
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FHFA
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Federal Housing Finance Agency
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FHLB
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Federal Home Loan Bank of Pittsburgh
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FICO
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Fair Isaac Corporation (“FICO”) credit scores used throughout this report, for Radian’s portfolio statistics, represent the borrower’s credit score at origination and, in circumstances where there is more than one borrower, the FICO score for the primary borrower is utilized
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Flow Basis
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With respect to mortgage insurance, includes mortgage insurance policies that are written on an individual loan basis as each loan is originated or on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically shortly after the loans have been originated). Among other items, Flow Basis business excludes Pool Insurance, which we originated prior to 2009.
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Foreclosure Stage Default
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The Stage of Default indicating that the foreclosure sale has been scheduled or held
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Freddie Mac
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Federal Home Loan Mortgage Corporation
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Freddie Mac Agreement
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The Master Transaction Agreement between Radian Guaranty and Freddie Mac entered into in August 2013
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Front-end
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With respect to credit risk transfer programs established by the GSEs, policies written on loans that are to be purchased by the GSEs in the future, as contrasted with loans that are already part of an existing GSE portfolio
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GAAP
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Accounting principles generally accepted in the U.S.
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Green River Capital
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Green River Capital LLC, a wholly-owned subsidiary of Clayton
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GSEs
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Government-Sponsored Enterprises (Fannie Mae and Freddie Mac)
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HAMP
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Homeowner Affordable Modification Program
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HARP
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Home Affordable Refinance Program
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HARP 2
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The FHFA’s extension of and enhancements to HARP
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IBNR
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Losses incurred but not reported
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IIF
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Insurance in force, equal to the aggregate unpaid principal balances of the underlying loans
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IRC
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Internal Revenue Code of 1986, as amended
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IRS
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Internal Revenue Service
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Term
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Definition
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IRS Matter
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Our dispute with the IRS related to the Deficiency Amount from the IRS’s examination of our 2000 through 2007 consolidated federal income tax returns. See Note 10 of Notes to Consolidated Financial Statements for more information.
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JCT
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Congressional Joint Committee on Taxation
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LAE
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Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
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Legacy Portfolio
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Mortgage insurance written during the poor underwriting years of 2005 through 2008, together with business written prior to 2005
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Loss Mitigation Activity/Activities
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Activities such as Rescissions, Claim Denials, Claim Curtailments and cancellations
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LTV
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Loan-to-value ratio, calculated as the percentage of the original loan amount to the original value of the property
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Master Policies
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The Prior Master Policy and the 2014 Master Policy, collectively
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Minimum Required Assets
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A risk-based minimum required asset amount, as defined in the PMIERs, calculated based on net RIF (RIF, net of credits permitted for reinsurance) and a variety of measures related to expected credit performance and other factors
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Model Act
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Mortgage Guaranty Insurers Model Act, as issued by the NAIC to establish minimum capital and surplus requirements for mortgage insurers
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Monthly and Other Premiums
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Insurance policies where premiums are paid on a monthly or other installment basis, in contrast to Single Premium Policies
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Monthly Premium Policies
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Insurance policies where premiums are paid on a monthly installment basis
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Moody’s
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Moody’s Investors Service
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Mortgage Insurance
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Radian’s Mortgage Insurance business segment, which provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions to mortgage lending institutions nationwide
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MPP Requirement
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Certain states’ statutory or regulatory risk-based capital requirement that the mortgage insurer must maintain a minimum policyholder position, which is calculated based on both risk and surplus levels
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NAIC
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National Association of Insurance Commissioners
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NIW
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New insurance written
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NOL
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Net operating loss; for tax purposes, accumulated during years a company reported more tax deductions than taxable income. NOLs may be carried back or carried forward a certain number of years, depending on each jurisdiction, thus reducing a company’s tax liability
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Notices of Deficiency
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Formal letters from the IRS informing the taxpayer of an IRS determination of tax deficiency and appeal rights
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OCI
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Other comprehensive income (loss)
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PDR
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Premium deficiency reserve
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Persistency Rate
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The percentage of insurance in force that remains in force over a period of time
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PMIERs
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Private Mortgage Insurer Eligibility Requirements effective on December 31, 2015, issued by the GSEs under oversight of the FHFA to set forth requirements an approved insurer must meet and maintain to provide mortgage guaranty insurance on loans acquired by the GSEs
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Pool Insurance
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Pool Insurance differs from primary insurance in that our maximum liability is not limited to a specific coverage percentage on an individual mortgage loan. Instead, an aggregate exposure limit, or “stop loss,” is applied to the initial aggregate loan balance on a group or “pool” of mortgages.
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Post-legacy
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The time period subsequent to 2008
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Post-legacy Portfolio
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Mortgage insurance on loans written subsequent to 2008
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Prior Master Policy
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Radian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which was in effect prior to the effective date of its 2014 Master Policy
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QSR
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Quota share reinsurance
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QSR Transactions
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The quota share reinsurance agreements entered into with a third-party reinsurance provider in the second and fourth quarters of 2012, collectively
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Term
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Definition
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Senior Notes due 2024
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Our 4.500% unsecured senior notes due October 2024 ($450 million original principal amount)
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Services
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Radian’s Services business segment, which is a fee-for-service business that offers a broad array of both mortgage and real estate services to market participants across the mortgage and real estate value chain
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Single Premium NIW (or IIF)
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New insurance written or insurance in force, respectively, on Single Premium Policies
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Single Premium Policy/Policies
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Insurance policies where premiums are paid in a single payment and includes policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically shortly after the loans have been originated)
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Stage of Default
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The stage a loan is in relative to the foreclosure process, based on whether a foreclosure sale has been scheduled or held
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Statutory RBC Requirement
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Risk-based capital requirement imposed by the RBC States, requiring a minimum surplus level and, in certain states, a minimum ratio of statutory capital relative to the level of risk
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Surplus Note
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An intercompany 0.000% surplus note issued by Radian Guaranty to Radian Group
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TCJA
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H.R. 1, known as the Tax Cuts and Jobs Act, signed into law on December 22, 2017
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Time in Default
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The time period from the point a loan reaches default status (based on the month the default occurred) to the current reporting date
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TRID
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Truth in Lending Act - Real Estate Settlement Procedures Act of 1974 (“RESPA”) Integrated Disclosure
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U.S.
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The United States of America
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U.S. Treasury
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United States Department of the Treasury
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VA
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U.S. Department of Veterans Affairs
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ValuAmerica
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ValuAmerica, Inc., a wholly-owned subsidiary of Clayton
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•
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changes in economic and political conditions that impact the credit performance of our insured portfolio and our business prospects;
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•
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changes in the way customers, investors, ratings agencies, regulators or legislators perceive our performance, financial strength and future prospects;
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•
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Radian Guaranty’s ability to remain eligible under the PMIERs and other applicable requirements imposed by the FHFA and by the GSEs to insure loans purchased by the GSEs;
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•
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our ability to successfully execute and implement our capital plans and to maintain sufficient holding company liquidity to meet our short- and long-term liquidity needs;
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•
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our ability to successfully execute and implement our business plans and strategies, including plans and strategies to reposition our Services segment as well as plans and strategies that require GSE and/or regulatory approvals and licenses;
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•
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our ability to maintain an adequate level of capital in our insurance subsidiaries to satisfy existing and future state regulatory requirements;
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•
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changes in the charters or business practices of, or rules or regulations imposed by or applicable to, the GSEs, including the GSEs’ interpretation and application of the PMIERs and the recently proposed changes to the PMIERs;
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•
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changes in the current housing finance system in the U.S., including the role of the FHA, the GSEs and private mortgage insurers in this system;
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•
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any disruption in the servicing of mortgages covered by our insurance policies, as well as poor servicer performance;
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•
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a significant decrease in the Persistency Rates of our mortgage insurance on monthly premium products;
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•
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competition in our mortgage insurance business, including price competition and competition from the FHA and VA, as well as from other forms of credit enhancement;
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•
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the effect of the Dodd-Frank Act (or its potential amendment or repeal) on the financial services industry in general, and on our businesses in particular;
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•
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legislative and regulatory activity (or inactivity), including the adoption of (or failure to adopt) new laws and regulations, or changes in existing laws and regulations, or the way they are interpreted or applied, including interpretations and guidance pertaining to the recently enacted TCJA;
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•
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legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations that could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business;
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•
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the amount and timing of potential payments or adjustments associated with federal or other tax examinations, including deficiencies assessed by the IRS resulting from its examination of our 2000 through 2007 tax years, which we are currently contesting;
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•
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the possibility that we may fail to estimate accurately the likelihood, magnitude and timing of losses in connection with establishing loss reserves for our mortgage insurance business or in establishing the assumptions that have formed the basis for our expectations regarding our ability to comply with the proposed PMIERs when implemented;
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•
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volatility in our results of operations caused by changes in the fair value of our assets and liabilities, including a significant portion of our investment portfolio, and potential volatility in our Available Assets under the PMIERs as a result of a potential new requirement in the proposed changes to the PMIERs to mark certain of our Available Assets to fair value;
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•
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potential future impairment charges related to our intangible assets, and uncertainties regarding our ability to execute our restructuring plans within expected costs;
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•
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changes in GAAP or SAPP rules and guidance, or their interpretation;
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•
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our ability to attract and retain key employees; and
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•
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legal and other limitations on dividends and other amounts we may receive from our subsidiaries.
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Item 1.
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Business.
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KEY ACCOMPLISHMENTS FOR 2017
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• Wrote $53.9 billion of NIW on a Flow Basis, the highest flow volume in Radian’s 40-year history
» Represents a 7% increase over 2016 » Grew primary IIF, our main driver of future earnings, by 9%, from $183.5 billion at December 31, 2016 to $200.7 billion at December 31, 2017 |
• Earned pretax income of $346.7 million in 2017 (including the recognition of non-cash expense of $200.2 million for impairment of goodwill and other intangible assets related to the Services segment), compared to $483.7 million in 2016
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• Adjusted pretax operating income was $617.2 million, an increase of 14% compared to $541.8 million for 2016
(1)
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• Improved composition of mortgage insurance portfolio
» 92% of our primary RIF consists of business written after 2008, including HARP loans |
• Completed a series of capital management transactions to strengthen our capital and liquidity position
» See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources— Radian Group—Short-Term Liquidity Needs ” |
• Entered into reinsurance arrangements to manage Radian Guaranty’s capital position in a cost-effective manner, improve its return on capital and strengthen its financial position under the PMIERs
» See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Other 2017 Developments—Reinsurance ” |
• Increased excess of Available Assets over Minimum Required Assets under PMIERs to $450 million, or 14% of Minimum Required Assets
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• Committed to a restructuring plan to reposition the Services business to achieve sustained profitability
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• Realigned sales organization into a highly-focused enterprise sales team
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(1)
|
Adjusted pretax operating income is a non-GAAP measure. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Consolidated—
Use of Non-GAAP Financial Measure
” for the definition and reconciliation of this measure to the most comparable GAAP measure, pretax income.
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RADIAN’S LONG-TERM STRATEGIC OBJECTIVES
|
• Write high-quality and profitable NIW to drive future earnings, in a manner that enhances the long-term economic value of the portfolio
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• Leverage our competitive differentiation through:
» Our diverse products and business model
» Operational excellence, including customer service, process quality and operational efficiency
» Broadening our existing relationships as a valued business partner
» Driving a one-company market view through our enterprise sales and marketing platform
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• Manage our capital and financial flexibility to optimize shareholder value
|
• Increase operating leverage through accretive revenue growth and effective expense management
(1)
|
(1)
|
Operating leverage is a performance metric defined as the year-over-year percentage change in revenues minus the percentage change in expenses.
|
•
|
Pool Insurance.
Prior to 2008, we wrote Pool Insurance on a limited basis. At December 31, 2017, Pool Insurance made up only
$339.0 million
of our total direct first-lien insurance RIF, as compared to
$965.0 million
at
December 31, 2016
. With respect to our Pool Insurance, an aggregate exposure limit, or “stop loss” (usually between 1% and 10%), is generally applied to the initial aggregate loan balance on a group or “pool” of mortgages. In addition, an insured pool of mortgages may contain mortgages that are already covered by primary mortgage insurance. In these transactions, Pool Insurance is secondary to any primary mortgage insurance that exists on mortgages within the pool. The terms of our Pool Insurance policies are privately negotiated and are separate from the Master Policies that we use for our primary mortgage insurance.
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•
|
GSE Credit Risk Transfer.
Part of our strategy includes leveraging our core expertise in credit risk management and expanding our presence in the mortgage finance industry. We are currently participating in Front-end and Back-end credit risk transfer programs developed by Fannie Mae and Freddie Mac as part of their initiative to increase the role of private capital in the mortgage market. We will only experience claims under these Front-end and Back-end credit risk transfer transactions if the borrower’s equity, any existing primary mortgage insurance and the GSEs’ retained risk are depleted.
As of December 31, 2017
, the total RIF under the Front-end and Back-end credit risk transfer transactions was
$100.4 million
. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—
Operating Environment and Business Strategy—Business Strategy.
”
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•
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Non-Traditional Risk.
In the past, we provided other forms of credit enhancement on residential mortgage assets. Our non-traditional products included mortgage insurance on second-lien mortgage loans and we also provided mortgage insurance on an international basis. We have terminated substantially all of our international mortgage insurance except for an immaterial amount remaining from our insured portfolio in Hong Kong. Our total amount of non-traditional RIF as described above was
$24.4 million
at
December 31, 2017
, as compared to
$36.5 million
at
December 31, 2016
.
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•
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general economic conditions (in particular, interest rates, home prices and unemployment);
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•
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the age of the loans insured;
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•
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the geographic dispersion of the properties securing the insured loans and the condition of local housing markets;
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•
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the quality of underwriting at loan origination; and
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•
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the credit characteristics of the borrower and the characteristics of the loans insured (including LTV, FICO, debt-to-income ratio, purpose of the loan, type of loan instrument, loan term, source of down payment, and type of underlying property securing the loan).
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December 31, 2017
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|||||||||||||||||
($ in millions)
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RIF
|
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Number of Defaults
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Delinquency Rate
|
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Percentage of Reserve for Losses
|
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Average FICO
(1)
at Origination
(2)
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Original Average LTV
(2)
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|||||||
2008 and prior
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$
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7,159
|
|
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18,505
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10.0
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%
|
|
80.8
|
%
|
|
700
|
|
|
89.9
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%
|
2009
|
298
|
|
|
221
|
|
|
3.0
|
|
|
0.8
|
|
|
752
|
|
|
88.8
|
|
|
2010
|
264
|
|
|
110
|
|
|
1.9
|
|
|
0.4
|
|
|
764
|
|
|
91.6
|
|
|
2011
|
682
|
|
|
202
|
|
|
1.4
|
|
|
0.7
|
|
|
762
|
|
|
91.6
|
|
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2012
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2,830
|
|
|
579
|
|
|
1.1
|
|
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1.8
|
|
|
763
|
|
|
91.7
|
|
|
2013
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4,557
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|
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1,231
|
|
|
1.5
|
|
|
3.2
|
|
|
757
|
|
|
91.9
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|
|
2014
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4,356
|
|
|
1,654
|
|
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2.0
|
|
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3.9
|
|
|
747
|
|
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92.1
|
|
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2015
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7,096
|
|
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1,974
|
|
|
1.6
|
|
|
4.2
|
|
|
749
|
|
|
91.9
|
|
|
2016
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10,992
|
|
|
2,195
|
|
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1.2
|
|
|
3.2
|
|
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749
|
|
|
91.6
|
|
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2017
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13,054
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|
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1,251
|
|
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0.6
|
|
|
1.0
|
|
|
748
|
|
|
92.2
|
|
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Total
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$
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51,288
|
|
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27,922
|
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(3)
|
|
|
|
100.0
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%
|
|
|
|
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||
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|
|
|
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|
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(1)
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Represents the borrower’s credit score at origination. In circumstances where there is more than one borrower, the FICO score for the primary borrower is utilized.
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(2)
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Average FICO at origination and original average LTV are weighted averages based on the unpaid principal balances of the underlying mortgage loans.
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(3)
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Includes 7,051 defaults at December 31, 2017 in the FEMA Designated Areas associated with Hurricanes Harvey and Irma, which occurred during the third quarter of 2017. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance—
NIW, IIF, RIF—Provision for Losses.
”
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
Top Ten States
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RIF
|
|
Reserve for Losses
|
|
RIF
|
|
Reserve for Losses
|
||||
California
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12.4
|
%
|
|
6.7
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%
|
|
12.4
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%
|
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6.4
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%
|
Texas
|
8.3
|
|
|
5.5
|
|
|
7.8
|
|
|
4.4
|
|
Florida
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6.8
|
|
|
12.2
|
|
|
6.6
|
|
|
11.8
|
|
Illinois
|
5.4
|
|
|
4.7
|
|
|
5.6
|
|
|
4.8
|
|
Georgia
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4.0
|
|
|
3.3
|
|
|
4.1
|
|
|
3.5
|
|
Virginia
|
3.5
|
|
|
1.7
|
|
|
3.4
|
|
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1.7
|
|
New Jersey
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3.3
|
|
|
10.8
|
|
|
3.6
|
|
|
11.9
|
|
Arizona
|
3.1
|
|
|
1.4
|
|
|
3.1
|
|
|
1.3
|
|
Pennsylvania
|
3.1
|
|
|
3.5
|
|
|
3.2
|
|
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3.7
|
|
Colorado
|
3.0
|
|
|
0.9
|
|
|
2.9
|
|
|
0.8
|
|
Total
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52.9
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%
|
|
50.7
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%
|
|
52.7
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%
|
|
50.3
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%
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
Top Fifteen CBSAs
(1)
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RIF
|
|
Reserve for Losses
|
|
RIF
|
|
Reserve for Losses
|
||||
Chicago, IL-IN-WI
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5.2
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%
|
|
4.5
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%
|
|
5.3
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%
|
|
4.6
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%
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New York, NY-NJ-PA
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4.2
|
|
|
18.9
|
|
|
4.7
|
|
|
19.5
|
|
Washington, DC-MD-VA
|
3.6
|
|
|
2.9
|
|
|
3.5
|
|
|
2.8
|
|
Los Angeles - Long Beach, CA
|
3.5
|
|
|
1.8
|
|
|
3.5
|
|
|
1.8
|
|
Atlanta, GA
|
3.2
|
|
|
2.5
|
|
|
3.3
|
|
|
2.6
|
|
Dallas, TX
|
3.1
|
|
|
1.6
|
|
|
3.0
|
|
|
1.4
|
|
Philadelphia, PA-NJ-DE-MD
|
2.4
|
|
|
3.5
|
|
|
2.6
|
|
|
3.9
|
|
Phoenix/Mesa, AZ
|
2.3
|
|
|
1.0
|
|
|
2.3
|
|
|
0.7
|
|
Houston, TX
|
2.1
|
|
|
2.1
|
|
|
2.1
|
|
|
1.5
|
|
Minneapolis-St. Paul, MN-WI
|
2.0
|
|
|
0.7
|
|
|
2.0
|
|
|
0.8
|
|
Miami, FL
|
2.1
|
|
|
4.6
|
|
|
2.0
|
|
|
4.4
|
|
Boston, MA-NH
|
1.8
|
|
|
1.6
|
|
|
1.9
|
|
|
1.7
|
|
Denver, CO
|
1.8
|
|
|
0.4
|
|
|
1.8
|
|
|
0.4
|
|
Riverside-San Bernardino, CA
|
1.8
|
|
|
1.3
|
|
|
1.7
|
|
|
1.3
|
|
Seattle, WA
|
1.5
|
|
|
1.0
|
|
|
1.5
|
|
|
1.2
|
|
Total
|
40.6
|
%
|
|
48.4
|
%
|
|
41.2
|
%
|
|
48.6
|
%
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
States with highest number of defaults:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Florida
(1)
|
5,337
|
|
|
19.1
|
%
|
|
2,666
|
|
|
9.2
|
%
|
|
3,571
|
|
|
10.1
|
%
|
Texas
(1)
|
2,885
|
|
|
10.3
|
|
|
1,897
|
|
|
6.5
|
|
|
2,019
|
|
|
5.7
|
|
New York
|
1,588
|
|
|
5.7
|
|
|
2,211
|
|
|
7.6
|
|
|
2,682
|
|
|
7.6
|
|
New Jersey
|
1,473
|
|
|
5.3
|
|
|
2,146
|
|
|
7.4
|
|
|
2,686
|
|
|
7.6
|
|
Illinois
|
1,283
|
|
|
4.6
|
|
|
1,534
|
|
|
5.3
|
|
|
1,894
|
|
|
5.4
|
|
(1)
|
Certain areas within these states are FEMA Designated Areas associated with Hurricanes Harvey and Irma and, as a result, defaults in these states are elevated at December 31, 2017.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
States with highest direct claims paid (first-lien):
|
|
|
|
|
|
||||||
New Jersey
|
$
|
54.7
|
|
|
$
|
46.1
|
|
|
$
|
38.5
|
|
Florida
|
45.7
|
|
|
59.4
|
|
|
183.4
|
|
|||
New York
|
34.2
|
|
|
26.6
|
|
|
26.2
|
|
|||
Illinois
|
23.4
|
|
|
32.3
|
|
|
64.2
|
|
|||
California
|
16.3
|
|
|
23.1
|
|
|
52.2
|
|
(1)
|
pay the maximum liability and allow the insured lender to keep title to the property. The maximum liability is determined by multiplying
(x)
the claim amount (which consists of the unpaid loan principal, plus past due interest for a period of time specified in our Master Policies and certain expenses associated with the default) by
(y)
the applicable coverage percentage;
|
(2)
|
pay the amount of the claim required to make the lender whole (not to exceed our maximum liability), following an approved sale; or
|
(3)
|
pay the full claim amount and acquire title to the property.
|
•
|
a review to determine compliance with applicable loan origination programs and our mortgage insurance policy requirements, including: (i) whether the loan qualified for insurance at the time the certificate of coverage was issued and (ii) whether the insured has satisfied its obligation in meeting all necessary conditions in order for us to pay a claim, including submitting all necessary documentation in connection with the claim (commonly referred to as “claim perfection”);
|
•
|
analysis and prompt processing to ensure that valid claims are paid in an accurate and timely manner;
|
•
|
responses to loss mitigation opportunities presented by the insured; and
|
•
|
management and disposal of acquired real estate.
|
•
|
a failure to report information to us on a timely basis as required under our Master Policies;
|
•
|
a failure to pursue loss mitigation opportunities presented by borrowers, realtors and/or any other interested parties;
|
•
|
a failure to pursue loan modifications and/or refinancings through programs available to borrowers or an undue delay in presenting claims to us (including as a result of improper handling of foreclosure proceedings), which increases the interest or other components of a claim we are required to pay; and
|
•
|
a failure to initiate and diligently pursue foreclosure or other appropriate proceedings within the timeframe specified in our Master Policies.
|
•
|
Arch U.S. MI;
|
•
|
Essent Guaranty Inc.;
|
•
|
Genworth Financial Inc.;
|
•
|
Mortgage Guaranty Insurance Corporation;
|
•
|
NMI Holdings, Inc.; and
|
•
|
United Guaranty Corp. (acquired by Arch Capital Group LLC in December 2016).
|
•
|
Banks, credit unions, independent mortgage banks and other originators of mortgage loans;
|
•
|
RMBS/ABS issuers, securitization trusts, the GSEs, private equity, hedge funds, real estate investment trusts, investment banks and other investors in mortgage-related debt instruments, whole loans and other securities;
|
•
|
Owners of single family rental homes;
|
•
|
Mortgage servicers; and
|
•
|
Regulators and rating agencies involved in the mortgage, real estate and housing finance markets.
|
•
|
Mortgage Services
- American Mortgage Consultants, Inc., Digital Risk, LLC, Opus Capital Markets Consultants, LLC, FTI Consulting, Inc., Pentalpha Surveillance LLC, TENA Companies, Inc., Adfitech Inc. and Navigant Consulting, Inc.
|
•
|
Real Estate Services
- ClearCapital.com, Inc., CoreLogic, Inc., Pro Teck Valuation Services, First American, Black Knight Financial Services, VRM Mortgage Services, Keystone Asset Management, Chronos Solutions LLC, Fidelity National Financial, Stewart Information Services Corporation, ServiceLink and Boston National
|
•
|
At least 75% of our fixed income portfolio, based on market value, must consist of investment securities that are assigned a quality designation of NAIC 1 by the NAIC or equivalent ratings by a nationally recognized statistical ratings organization (“NRSRO”) (i.e., “A-” or better by S&P and “A3” or better by Moody’s);
|
•
|
A maximum of 25% of our fixed income portfolio, based on market value, may consist of investment securities that are assigned a quality designation of NAIC 2 by the NAIC or equivalent ratings by a NRSRO (i.e., “BBB+” to “BBB-” by S&P and “Baa1” to “Baa3” by Moody’s); and
|
•
|
A maximum of 10% of our fixed income portfolio, based on market value, may consist of investment securities that are assigned quality designations NAIC 3 through 6 or equivalent ratings by a NRSRO (i.e., “BB+” and below by S&P and “Ba1” and below by Moody’s).
|
(1)
|
Primarily consists of taxable state and municipal investments.
|
|
Fair
Value
|
|
Percent
|
|||
($ in millions)
|
|
|
|
|||
Short-term investments
|
$
|
396.3
|
|
|
8.5
|
%
|
Due in one year or less
(1)
|
65.5
|
|
|
1.4
|
|
|
Due after one year through five years
(1)
|
991.9
|
|
|
21.3
|
|
|
Due after five years through ten years
(1)
|
1,076.5
|
|
|
23.1
|
|
|
Due after ten years
(1)
|
550.6
|
|
|
11.8
|
|
|
RMBS
(2)
|
216.8
|
|
|
4.7
|
|
|
CMBS
(2)
|
504.0
|
|
|
10.8
|
|
|
Other ABS
(2)
|
674.5
|
|
|
14.5
|
|
|
Other investments
(3)
|
179.3
|
|
|
3.9
|
|
|
Total
|
$
|
4,655.4
|
|
|
100.0
|
%
|
|
|
|
|
(1)
|
Actual maturities may differ as a result of calls before scheduled maturity.
|
(2)
|
RMBS, CMBS and other ABS are shown separately, as they are not due at a single maturity date.
|
(3)
|
No stated maturity date.
|
•
|
Radian Guaranty
. Radian Guaranty is our primary mortgage insurance company. Radian Guaranty is a direct subsidiary of Radian Group. Radian Guaranty is our only mortgage insurance company that is eligible to provide mortgage insurance on GSE loans. It is a monoline insurer, restricted to writing first-lien residential mortgage guaranty insurance. In addition to Pennsylvania, Radian Guaranty is authorized to write mortgage guaranty insurance (or in states where there is no specific authorization for mortgage guaranty insurance, the applicable line of insurance under which mortgage guaranty insurance is regulated) in each of the other 49 states, the District of Columbia and Guam. Radian Guaranty is a direct subsidiary of Radian Group.
|
•
|
Radian Reinsurance.
Radian Reinsurance is a licensed affiliated reinsurer that primarily provides reinsurance to Radian Guaranty. Radian Reinsurance is a direct subsidiary of Radian Group. We also use Radian Reinsurance to participate in the Front-end and Back-end credit risk transfer programs developed by Fannie Mae and Freddie Mac. See “Mortgage Insurance—Mortgage Insurance Business Overview—
Mortgage Insurance Products
—
GSE Credit Risk Transfer
” for more information about these programs.
|
•
|
Radian Insurance
. Radian Insurance is our insurance subsidiary that is authorized in Hong Kong to insure our remaining Hong Kong insurance portfolio and also insures our other remaining second-lien mortgage loan risk. Radian Insurance is a direct subsidiary of Radian Group.
|
•
|
the GSEs’ proposal of new minimum requirements for master insurance policies to revise the GSE Rescission Relief Principles to, among other things, further limit the circumstances under which mortgage insurers may rescind insurance coverage;
|
•
|
the proposed changes to the PMIERs that are expected to become effective in the fourth quarter of 2018; and
|
•
|
changes to underwriting standards on mortgages they purchase, including for example, the GSEs’ decision to expand credit in 2017 by purchasing a larger portion of loans with debt-to-income ratios greater than 45%.
|
•
|
Asset-level disclosure requirements for ABS backed by residential mortgage loans, commercial mortgage loans, automobile loans or leases, re-securitizations of ABS backed by any of those asset types, and debt securities; and
|
•
|
A requirement that the transaction documents provide for the appointment of an “asset representations manager” to review the pool assets when certain trigger events occur.
|
•
|
prevailing mortgage interest rates compared to the mortgage rates on our IIF, which affects the incentive for borrowers to refinance (i.e., lower current interest rates make it more attractive for borrowers to refinance and receive a lower interest rate);
|
•
|
applicable policies for mortgage insurance cancellation, along with the current value of the homes underlying the mortgages in our IIF;
|
•
|
the credit policies of lenders, which may make it more difficult for homeowners to refinance loans; and
|
•
|
economic conditions that can affect a borrower’s decision to pay-off a mortgage earlier than required.
|
•
|
eligibility requirements for a mortgage insurer to become and remain an approved eligible insurer for the GSEs;
|
•
|
changes to underwriting standards on mortgages they purchase, including for example, the GSEs’ decision to expand credit in 2017 by purchasing a larger portion of loans with debt-to-income ratios greater than 45%;
|
•
|
policies or requirements that may result in a reduction in the number of mortgages they acquire;
|
•
|
the national conforming loan limit for mortgages they acquire;
|
•
|
the level of mortgage insurance required, including expanding the loans that are eligible for reduced insurance coverage;
|
•
|
the terms on which mortgage insurance coverage may be canceled before reaching the cancellation thresholds established by law;
|
•
|
the terms required to be included in master policies for the mortgage insurance policies they acquire, including limitations on our ability to mitigate losses on insured mortgages that are in default;
|
•
|
the amount of loan level price adjustments (based on risk) or guarantee fees (which may result in a higher cost to borrowers) that the GSEs charge on loans that require mortgage insurance; and
|
•
|
the degree of influence that the GSEs have over a mortgage lender’s selection of the mortgage insurer providing coverage.
|
•
|
restrictions on mortgage credit due to changes in lender underwriting standards, more restrictive regulatory requirements such as the required ability-to-pay determination prior to extending credit, and the significantly reduced private securitization market;
|
•
|
mortgage interest rates;
|
•
|
the health of the domestic economy generally, as well as specific conditions in regional and local economies;
|
•
|
housing affordability;
|
•
|
tax laws and policies, including the TCJA and other recent tax-related legislation, and their impact on the deductions for mortgage insurance premiums, mortgage interest payments and real estate taxes;
|
•
|
population trends, including the rate of household formation;
|
•
|
the rate of home price appreciation;
|
•
|
government housing policy encouraging loans to first-time homebuyers; and
|
•
|
the practices of the GSEs, including the extent to which the guaranty fees, loan level price adjustments (based on risk), credit underwriting guidelines and other business terms provided by the GSEs affect lenders’ willingness to extend credit for low down payment mortgages.
|
•
|
governmental policy, including further decreases in the pricing of FHA insurance or changes in the terms of such insurance;
|
•
|
capital constraints of the private mortgage insurance industry;
|
•
|
the tightening by private mortgage insurers of underwriting guidelines based on risk concerns, including recent changes by us and other private mortgage insurers to tighten guidelines for certain loans with debt-to-income ratios greater than 45%;
|
•
|
increases in the loan level price adjustments (based on risk) charged by the GSEs on loans that require mortgage insurance and changes in the amount of guarantee fees for the loans that they acquire (which may result in higher cost to borrowers); and
|
•
|
the perceived operational ease of using FHA insurance compared to the products of private mortgage insurers.
|
•
|
potential structures commonly referred to as “investor paid mortgage insurance” in which affiliates of traditional mortgage insurers directly insure the GSEs against loss;
|
•
|
lenders and other investors holding mortgages in their portfolio and self-insuring;
|
•
|
lenders using pass-through vehicles that take on the risk of loss for loans ultimately sold to the GSEs;
|
•
|
structured risk transfer transactions in the capital markets;
|
•
|
risk sharing, risk transfer or using other risk mitigation techniques in conjunction with reduced levels of private mortgage insurance coverage; and
|
•
|
lenders originating mortgages using “piggyback” structures to avoid private mortgage insurance, such as a first-lien mortgage with an 80% LTV and a second mortgage with a 10%, 15% or 20% LTV, which could become more attractive if the tax deduction for mortgage insurance premiums is not extended beyond the 2017 tax year.
|
•
|
legislation, administrative or regulatory action impacting the charters or business practices of the GSEs;
|
•
|
reform of the U.S. housing finance system;
|
•
|
legislation and regulation impacting the FHA and its competitive position versus private mortgage insurers;
|
•
|
state insurance laws and regulations that address, among other items, licensing of companies to transact business, claims handling, reinsurance requirements, premium rates, policy forms offered to customers and requirements for Risk-to-capital, minimum policyholder positions, reserves (including contingency reserves), surplus, reinsurance and payment of dividends;
|
•
|
the application of state, federal or private sector programs aimed at supporting borrowers and the housing market;
|
•
|
the application of RESPA, the FCRA and other laws to our businesses;
|
•
|
the amendments to Regulation AB (commonly referred to as Regulation AB II) that were adopted by the SEC and introduce several new requirements related to public offerings of ABS, including public offerings of RMBS for which our Services business traditionally has provided due diligence and servicer surveillance services and new credit rating agency reform rules (the “NRSRO Rules”) adopted by the SEC that include requirements applicable to providers of third-party due diligence services, such as our Services business, for both publicly and privately issued ABS;
|
•
|
the interpretation and application of the TRID rules requiring enhanced disclosures to consumers in connection with the origination of residential mortgage loans;
|
•
|
new federal standards and oversight for mortgage insurers, including as a result of the recommendation of the Federal Insurance Office of the U.S. Treasury that federal standards and oversight for mortgage insurers be developed and implemented;
|
•
|
the implementation of new regulations under, or the potential repeal or amendment of provisions of, the Dodd-Frank Act; and
|
•
|
the implementation in the U.S. of the Basel III capital adequacy guidelines.
|
•
|
the use of capital and potential diversion of other resources, such as the diversion of management’s attention from our core businesses and potential disruption of those businesses;
|
•
|
the assumption of liabilities in connection with any strategic investment, including any acquired business;
|
•
|
our ability to comply with additional regulatory requirements associated with new products, services, lines of business, or other business or strategic initiatives;
|
•
|
our ability to successfully integrate or develop the operations of any new business initiative or acquisition;
|
•
|
the possibility that we may fail to realize the anticipated benefits of an acquisition or other strategic investment or initiative, including expected synergies, cost savings, or sales or growth opportunities, within the anticipated timeframe or at all; and
|
•
|
the possibility that we may fail to achieve forecasted results for a strategic investment, acquisition or other initiative that could result in lower or negative earnings contribution and/or impairment charges associated with intangible assets acquired.
|
•
|
Our Services revenue is dependent on a limited number of large customers that represent a significant proportion of our Services total revenues. The loss or reduction of business from one or more of these significant customers could adversely affect our revenues and results of operations. In addition, Radian Guaranty does business with many of these significant customers. In the event of a dispute between a significant customer and either of our business segments, the overall customer relationship for Radian could be negatively impacted.
|
•
|
While Clayton is not a defendant in litigation arising out of the financial crisis involving the issuance of RMBS in connection with which it has provided services, it has in the past, and may again in the future, receive subpoenas from various parties to provide documents and information related to such litigation, and there can be no assurance that Clayton will not be subject to future claims against it, whether in connection with such litigation or otherwise. It is possible that our exposure to potential liabilities resulting from our Services business, some of which may be material or unknown, could exceed amounts we can recover through indemnification claims.
|
•
|
A significant portion of our Services engagements are transactional in nature and may be performed in connection with securitizations, loan sales, loan purchases or other transactions. Due to the transactional nature of our business, our Services segment revenues are subject to fluctuation from period to period and are difficult to predict.
|
•
|
Sales of our mortgage and real estate services are influenced by the level of overall activity in the mortgage, real estate and mortgage finance markets generally, and are specifically dependent on the mortgage loan origination volumes of our customers which may fluctuate from period to period. If mortgage origination volumes decline we could experience less demand for our mortgage and real estate services.
|
•
|
Red Bell is a licensed real estate brokerage and provides real estate brokerage services in all 50 states and the District of Columbia. As a licensed real estate brokerage, Red Bell receives residential real estate information from various multiple listing services (“MLS”). Red Bell receives this information, which it uses in its business to broker real estate transactions and provide valuation products and services, pursuant to the terms of agreements with the MLS providers. If these agreements were to terminate or Red Bell otherwise loses access to this information, it could negatively impact Red Bell’s ability to conduct its business.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
2017
|
|
2016
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st Quarter
|
$
|
19.87
|
|
|
$
|
17.13
|
|
|
$
|
13.35
|
|
|
$
|
9.29
|
|
2nd Quarter
|
19.54
|
|
|
15.58
|
|
|
13.31
|
|
|
9.29
|
|
||||
3rd Quarter
|
18.95
|
|
|
15.99
|
|
|
14.15
|
|
|
9.85
|
|
||||
4th Quarter
|
22.66
|
|
|
18.43
|
|
|
18.45
|
|
|
12.96
|
|
Item 6.
|
Selected Financial Data.
|
(In millions, except per-share amounts and ratios)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned—insurance
|
$
|
932.8
|
|
|
$
|
921.8
|
|
|
$
|
915.9
|
|
|
$
|
844.5
|
|
|
$
|
781.4
|
|
Services revenue
(1)
|
155.1
|
|
|
168.9
|
|
|
157.2
|
|
|
78.0
|
|
|
—
|
|
|||||
Net investment income
|
127.2
|
|
|
113.5
|
|
|
81.5
|
|
|
65.7
|
|
|
68.1
|
|
|||||
Net gains (losses) on investments and other financial instruments
|
3.6
|
|
|
30.8
|
|
|
35.7
|
|
|
80.0
|
|
|
(106.5
|
)
|
|||||
Total revenues
|
1,221.6
|
|
|
1,238.5
|
|
|
1,193.3
|
|
|
1,072.7
|
|
|
749.9
|
|
|||||
Provision for losses
|
135.2
|
|
|
202.8
|
|
|
198.6
|
|
|
246.1
|
|
|
562.7
|
|
|||||
Cost of services
(1)
|
104.6
|
|
|
114.2
|
|
|
93.7
|
|
|
44.7
|
|
|
—
|
|
|||||
Other operating expenses
|
267.3
|
|
|
244.9
|
|
|
242.4
|
|
|
251.2
|
|
|
257.4
|
|
|||||
Restructuring and other exit costs
|
17.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
62.8
|
|
|
81.1
|
|
|
91.1
|
|
|
90.5
|
|
|
74.6
|
|
|||||
Impairment of goodwill
|
184.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization and impairment of intangible assets
|
27.7
|
|
|
13.2
|
|
|
13.0
|
|
|
8.6
|
|
|
—
|
|
|||||
Pretax income (loss) from continuing operations
|
346.7
|
|
|
483.7
|
|
|
437.8
|
|
|
407.2
|
|
|
(173.3
|
)
|
|||||
Income tax provision (benefit)
|
225.6
|
|
|
175.4
|
|
|
156.3
|
|
|
(852.4
|
)
|
|
(31.5
|
)
|
|||||
Net income (loss) from continuing operations
|
121.1
|
|
|
308.3
|
|
|
281.5
|
|
|
1,259.6
|
|
|
(141.9
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
(2)
|
—
|
|
|
—
|
|
|
5.4
|
|
|
(300.1
|
)
|
|
(55.1
|
)
|
|||||
Net income (loss)
|
121.1
|
|
|
308.3
|
|
|
286.9
|
|
|
959.5
|
|
|
(197.0
|
)
|
|||||
Diluted net income (loss) per share from continuing operations
(3)
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.20
|
|
|
$
|
5.44
|
|
|
$
|
(0.85
|
)
|
Diluted net income (loss) per share
(3)
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.22
|
|
|
$
|
4.16
|
|
|
$
|
(1.18
|
)
|
Cash dividends declared per share
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Weighted average shares outstanding-diluted
(3)
|
220.4
|
|
|
229.3
|
|
|
246.3
|
|
|
233.9
|
|
|
166.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investments
|
$
|
4,643.9
|
|
|
$
|
4,462.4
|
|
|
$
|
4,298.7
|
|
|
$
|
3,629.3
|
|
|
$
|
3,361.7
|
|
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
1,736.4
|
|
|
1,768.1
|
|
|||||
Total assets
|
5,900.9
|
|
|
5,863.2
|
|
|
5,642.1
|
|
|
6,842.3
|
|
|
5,606.0
|
|
|||||
Unearned premiums
|
723.9
|
|
|
681.2
|
|
|
680.3
|
|
|
644.5
|
|
|
567.1
|
|
|||||
Reserve for losses and LAE
|
507.6
|
|
|
760.3
|
|
|
976.4
|
|
|
1,560.0
|
|
|
2,164.4
|
|
|||||
Long-term debt
|
1,027.1
|
|
|
1,069.5
|
|
|
1,219.5
|
|
|
1,192.3
|
|
|
914.3
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
947.0
|
|
|
642.6
|
|
|||||
Stockholders’ equity
|
3,000.0
|
|
|
2,872.3
|
|
|
2,496.9
|
|
|
2,097.1
|
|
|
939.6
|
|
|||||
Book value per share
|
$
|
13.90
|
|
|
$
|
13.39
|
|
|
$
|
12.07
|
|
|
$
|
10.98
|
|
|
$
|
5.43
|
|
|
|
|
|
|
|
|
|
|
|
(In millions, except per-share amounts and ratios)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Selected Ratios—Mortgage Insurance
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss ratio
|
14.6
|
%
|
|
22.2
|
%
|
|
21.7
|
%
|
|
29.1
|
%
|
|
72.0
|
%
|
|||||
Expense ratio—net premiums earned basis
|
24.7
|
%
|
|
22.7
|
%
|
|
23.7
|
%
|
|
28.2
|
%
|
|
36.6
|
%
|
|||||
Risk-to-capital-Radian Guaranty only
|
12.8
|
:1
|
|
13.5
|
:1
|
|
14.3
|
:1
|
|
17.9:1
|
|
|
19.5:1
|
|
|||||
Risk-to-capital-Mortgage Insurance combined
|
12.1
|
:1
|
|
13.6
|
:1
|
|
14.6
|
:1
|
|
20.3:1
|
|
|
24.0:1
|
|
|||||
Other Data—Mortgage Insurance
|
|
|
|
|
|
|
|
|
|
||||||||||
Primary NIW
|
$
|
53,905
|
|
|
$
|
50,530
|
|
|
$
|
41,411
|
|
|
$
|
37,349
|
|
|
$
|
47,255
|
|
Direct primary IIF
|
200,724
|
|
|
183,450
|
|
|
175,584
|
|
|
171,810
|
|
|
161,240
|
|
|||||
Direct primary RIF
|
51,288
|
|
|
46,741
|
|
|
44,627
|
|
|
43,239
|
|
|
40,017
|
|
|||||
Persistency Rate (12 months ended)
(5)
|
81.1
|
%
|
|
76.7
|
%
|
|
78.8
|
%
|
|
84.2
|
%
|
|
82.1
|
%
|
|||||
Persistency (quarterly, annualized)
(5)
|
79.4
|
%
|
|
76.8
|
%
|
|
81.8
|
%
|
|
83.3
|
%
|
|
83.5
|
%
|
(1)
|
Primarily represents the activity of Clayton, acquired June 30, 2014.
|
(2)
|
Radian completed the sale of its former financial guaranty subsidiary, Radian Asset Assurance, to Assured on April 1, 2015, pursuant to the Radian Asset Assurance Stock Purchase Agreement. Until the April 1, 2015 sale date, the operating results of Radian Asset Assurance were classified as discontinued operations for all periods presented in our consolidated statements of operations. See Note
18
of Notes to Consolidated Financial Statements for additional information.
|
(3)
|
Diluted net income (loss) per share and average share information calculated in accordance with the accounting standard regarding earnings per share. See Note
3
of Notes to Consolidated Financial Statements.
|
(4)
|
Calculated using amounts determined under GAAP, using provision for losses to calculate the loss ratio and policy acquisition costs and other operating expenses to calculate the expense ratio, as percentages of net premiums earned—insurance.
|
(5)
|
Based on loan level detail. The Persistency Rate on a quarterly, annualized basis may be impacted by seasonality or other factors, and may not be indicative of full-year trends. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results—
Mortgage Insurance—IIF
” and “Results of Operations—Mortgage Insurance
—NIW, IIF, RIF
” for additional information about the Persistency Rate.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
I
ndex to Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
PAGE
|
(1)
|
Includes net premiums earned and services revenue on a segment basis, and excludes net investment income, net gain on investments and other financial instruments and other income.
|
RECOGNIZED AT DECEMBER 31, 2017
(1)
|
•
Reduction of net deferred tax assets of $102.6 million due to lower statutory tax rate, resulting in an increased tax provision
|
EXPECTED FUTURE IMPACT
(2)
|
•
Significant expected reduction in our annualized effective tax rate and future cash tax payments due to reduction in statutory federal tax rate from 35% to 21%, effective January 1, 2018
(3)
|
•
Anticipated material reduction in cash tax payments in 2018 due to the repeal of the corporate alternative minimum tax
|
•
Reduction in deductibility of executive compensation
|
•
Potential impacts of state tax changes that could be prompted in response to the TCJA
|
•
Potential adjustments to our provisional amounts recorded in accordance with SAB 118
|
(1)
|
Represents the remeasurement, upon enactment of the TCJA, of our net deferred tax assets at the enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled.
|
(2)
|
Represents expected impacts beginning January 1, 2018.
|
(3)
|
Before considering the impact of Discrete Items.
|
(1)
|
For the PMIERs, in circumstances where there is more than one borrower, the lowest of the borrowers’ FICO scores is used.
|
(2)
|
Seasoning factors are designed to adjust claim rate estimates for an expected loss pattern based on origination vintage.
|
•
|
the issuance of
$450 million
aggregate principal amount of Senior Notes due 2024;
|
•
|
tender offers resulting in the purchase of aggregate principal amounts of
$141.4 million
,
$115.9 million
and
$152.3 million
of our Senior Notes due 2019, 2020 and 2021, respectively, for a total of
$450.8 million
in cash;
|
•
|
the purchase of an aggregate principal amount of
$21.6 million
of our outstanding Convertible Senior Notes due 2017 for
$31.6 million
in cash;
|
•
|
the settlement of our conversion obligations for the remaining aggregate principal amount of our Convertible Senior Notes due 2019 for
$110.1 million
in cash, resulting in an aggregate decrease as of the settlement date of
6.4 million
diluted shares for the purpose of determining diluted net income per share; and
|
•
|
the entry into a three-year,
$225 million
unsecured revolving credit facility.
|
•
|
In October 2017, in anticipation of the expiration of the 2016 Single Premium QSR Transaction, we entered into the 2018 Single Premium QSR Transaction with a panel of third-party reinsurers. Under the terms of the 2018 Single Premium QSR Transaction, we will cede
65%
of our Single Premium NIW during 2018 and 2019.
|
•
|
Effective December 31, 2017, we increased the amount of risk ceded under the 2016 Single Premium QSR Transaction by amending the terms of the transaction to increase the amount of ceded risk on performing loans under the agreement from 35% to 65% for the 2015 through 2017 vintages. This amendment increases the amount of risk ceded as of its effective date, including for the purposes of calculating any future ceding commissions and profit commissions that Radian Guaranty will earn. See “Liquidity and Capital Resources—Radian Group—Short-Term Liquidity Needs” for more information, including the impact of the 2016 Single Premium QSR Transaction amendment on our PMIERs financial position.
|
REVENUE DRIVERS
|
• IIF
|
• Persistency Rate
|
• Premium rates and mix of business
|
• Size of mortgage origination market and market demand for low down payment loans
|
• Level of mortgage originations for purchase transactions
|
• Penetration percentage of private mortgage insurance in overall mortgage market and legislative, regulatory and administrative changes impacting the demand for private mortgage insurance
|
• Radian’s market share of the private mortgage insurance market
|
• The level of reinsurance we cede to third parties
|
• Levels of GSE credit risk transfer
|
•
|
IIF; Persistency Rate; Mix of Business.
Our IIF is one of the primary drivers of our future premiums that will be earned over time. Based on the composition of our insurance portfolio, with Monthly Premium Policies comprising a larger proportion of our total portfolio than Single Premium Policies, an increase or decrease in IIF generally has a corresponding impact on premiums earned. Cancellations of our insurance policies as a result of prepayments and other reductions of IIF, such as Rescissions of coverage and claims paid, generally have a negative effect on premiums earned. See “Results of Operations—Mortgage Insurance—
NIW, IIF, RIF
” for more information about the levels and characteristics of our NIW, IIF and RIF.
|
•
|
NIW; Origination Market; Penetration Rate.
NIW increases our IIF and our premiums written and earned. NIW is affected by the overall size of the mortgage origination market, the penetration percentage of private mortgage insurance into the overall mortgage origination market and our market share of the private mortgage insurance market. The overall mortgage origination market is influenced by macroeconomic factors such as household formation, household composition, home affordability, interest rates, housing markets in general, credit availability and the impact of various legislative and regulatory actions that may influence the housing and mortgage finance industries. The penetration percentage of private mortgage insurance is mainly influenced by: (i) the competitiveness of private mortgage insurance for GSE conforming loans compared to FHA and VA insured loans and (ii) the relative percentage of mortgage originations that are for purchased homes versus refinances. We believe, for example, that better execution for borrowers with higher FICO scores, lender preference and the inability to cancel FHA insurance for certain loans are factors that continue to provide a competitive advantage for private mortgage insurers. See “Results of Operations—
Mortgage Insurance
—
NIW, IIF, RIF
.”
|
(1)
|
Based on actual dollars generated in credit enhanced market, as reported by the U.S. Department of Housing and Urban Development, the International Monetary Fund and company publicly reported information. 2017 estimates based upon average of Mortgage Bankers Association, Freddie Mac and Fannie Mae December 2017 Financial Forecasts and Radian internal assumptions.
|
(2)
|
Excluding HARP originations.
|
(1)
|
Based on actual dollars generated in the market, as reported by GSEs and company publicly reported information. Q4 2017 is based on most recent available industry and GSE estimates.
|
•
|
Premiums.
The premium rates we charge for our insurance are based on a number of borrower, loan and property characteristics. The mortgage insurance industry is highly competitive and private mortgage insurers compete with each other and with the FHA and VA with respect to price and other factors. We expect price competition to continue throughout the mortgage insurance industry and future price reductions from private mortgage insurers or the FHA could impact our future premium rates or our ability to compete.
|
•
|
Losses
. Incurred losses represent the estimated future claim payments on newly defaulted insured loans as well as any change in our claim estimates for existing defaults, including changes in the estimates we use to determine our expected losses, and estimates with respect to the frequency, magnitude and timing of anticipated losses on defaulted loans. Other factors influencing incurred losses include:
|
-
|
The mix of credit characteristics in our total direct RIF (e.g., loans with higher risk characteristics, or loans with layered risk that combine multiple higher-risk attributes within the same loan, generally result in more delinquencies and claims). See “Results of Operations—Mortgage Insurance—
NIW, IIF, RIF
.
|
-
|
The average loan size (relatively higher priced properties with larger average loan amounts may result in higher incurred losses).
|
-
|
The percentage of coverage on insured loans (higher percentages of insurance coverage generally correlate with higher incurred losses) and the presence of structural mitigants such as deductibles or stop losses.
|
-
|
Changes in housing values (declines in housing values generally make it more difficult for borrowers to sell a home to avoid default or for the property to be sold to mitigate any claim, and also may negatively affect a borrower’s willingness to continue to make mortgage payments when the home value is less than the mortgage balance; conversely, increases in housing values tend to reduce the level of defaults as well as make it more likely that foreclosures will result in the loan being satisfied).
|
-
|
The distribution of claims over the life cycle of a portfolio (historically, claims are relatively low during the first two years after a loan is originated and then increase over a period of several years before declining; however, several factors can impact and change this cycle, including the economic environment, the quality of the underwriting of the loan, characteristics of the mortgage loan, the credit profile of the borrower, housing prices and unemployment rates).
|
-
|
Our ability to mitigate potential losses through Rescissions, Claim Denials, cancellations and Claim Curtailments on claims submitted to us. These actions all reduce our incurred losses. However, if these Loss Mitigation Activities are successfully challenged at rates that are higher than expected or we agree to settle disputes related to our Loss Mitigation Activities, our incurred losses will increase. As our portfolio originated prior to 2009 has become a smaller percentage of our overall insured portfolio, there has been a decrease in the amount of Loss Mitigation Activity with respect to the claims we receive, and we expect this trend to continue, particularly given the limitations on our Loss Mitigation Activities imposed in the 2014 Master Policy. See “Item 1A. Risk Factors—
Our Loss Mitigation Activity is not expected to mitigate losses to the same extent as in prior years; Loss Mitigation Activity could continue to negatively impact our customer relationships.
”
|
-
|
Agreements such as (i) the Freddie Mac Agreement, which established certain terms for the treatment of the loans subject to that agreement, including claim payments, Loss Mitigation Activity and insurance coverage, and capped Radian Guaranty’s claim exposure on such loans and (ii) the BofA Settlement Agreement, which, for certain loans, finalized claims decisions and limited Loss Mitigation Activities. Because the Freddie Mac Agreement reached its scheduled final settlement date in 2017 and cash payments under the BofA Settlement Agreement were effectively completed in 2015, we do not expect a material impact from either of these two agreements in the future. See Note
11
of Notes to Consolidated Financial Statements for additional information.
|
•
|
Other Operating Expenses
. Our other operating expenses are affected by the amount of our NIW, as well as the amount of RIF. Additionally, during 2015, our operating expenses were impacted significantly by compensation expense associated with changes in the estimated fair value of certain of our long-term equity-based incentive awards that were settled in cash. The fair value of these awards, and associated compensation expense, were dependent, in large part, on our stock price at any given point in time. Under the terms of our current awards, we do not expect expense volatility associated with our equity-based incentive awards in the future.
|
•
|
Third-Party Reinsurance.
We use third-party reinsurance in our mortgage insurance business to manage capital and risk, including to balance our retained mix of Single Premium Policies and Monthly Premium Policies. See “—
Mortgage Insurance—IIF.” When we enter into a reinsurance agreement, the reinsurer receives a premium and, in exchange, agrees to insure an agreed upon portion of incurred losses. These arrangements have the impact of reducing our earned premiums but also reduce our net RIF, which provides capital relief, including under the PMIERs financial requirements. Our incurred losses are reduced by any incurred losses ceded in accordance with the reinsurance agreement, and we often receive ceding commissions from the reinsurer as part of the transaction, which reduces our operating expenses. See Note
8
of Notes to Consolidated Financial Statements for more information about our reinsurance arrangements.
|
•
|
Services Revenue
. The sales volume in our Services segment is influenced by the demand for our services, which generally varies based on the overall activity in the mortgage, real estate and mortgage finance markets as well as the health of related industries. Sales volume is also affected by the number of competing companies and alternative products offered in the market. We believe the diversity of services we offer has the potential to produce fee income from the Services segment throughout various mortgage finance environments, although market conditions can significantly impact the amount of fee income we generate in any particular period.
|
-
|
Fixed-Price Contracts.
Under fixed-price contracts, we agree to perform the specified services and deliverables for a pre-determined per-unit or per-file price or day rate. To the extent our actual direct and allocated indirect costs decrease or increase from the estimates upon which the price was negotiated, we will generate more or less profit, respectively, or could incur a loss. We use fixed-price contracts in our real estate valuation and component services, our loan review, underwriting and due diligence services as well as our title and closing services. We also use fixed-price contracts in our surveillance business for our servicer oversight services and RMBS surveillance services, and in our REO management business.
|
-
|
Time-and-Expense Contracts.
Under a time-and-expense contract, we are paid a fixed hourly rate, and we are reimbursed for billable out-of-pocket expenses as work is performed. To the extent our actual direct labor costs decrease or increase in relation to the fixed hourly billing rates provided in the contract, we may generate more or less profit, respectively. However, because these contracts are generally short-term in nature, the risk is limited to the periods covered by the contracts. These contracts are used for our loan review, underwriting and due diligence services.
|
-
|
Percentage-of-Sale Contracts.
Under percentage-of-sale contracts, we are paid a contractual percentage of the sale proceeds upon the sale of each property. To the extent the sale of a property is delayed or not consummated, or the sales proceeds are significantly less than originally estimated, we may generate less profit than anticipated, or could incur a loss. These contracts are only used for a portion of our REO management services and our real estate brokerage services. In addition, through the use of our proprietary technology, property leads are sent to select clients. Upon the client’s successful closing on the property, we recognize revenue for these transactions based on a percentage of the sale.
|
•
|
Cost of Services.
Our cost of services is primarily affected by our level of services revenue. Our cost of services primarily consists of employee compensation and related payroll benefits, including the cost of billable labor assigned to revenue-generating activities and, to a lesser extent, other costs of providing services such as travel and related expenses incurred in providing client services, costs paid to outside vendors, data acquisition costs and other compensation-related expenses to maintain software application platforms that directly support our businesses. The level of these costs may fluctuate if market rates of compensation change, or if there is decreased availability or a loss of qualified employees.
|
•
|
Gross Profit on Services.
In addition to the key factors affecting Services revenue and cost of services described above, our gross profit on services may fluctuate from period to period due to a shifting mix of services we provide resulting from changes in the relative demand for those services in the marketplace. Shifts in the business mix of our Services business can impact our gross profit because each product and service generally produces a different level of gross margin. These individual gross margins in turn can be impacted in any given period by factors such as the implementation of new regulatory requirements, our operating capacity, competition or other environmental factors.
|
•
|
Operating Expenses.
Our operating expenses primarily consist of salaries and benefits not classified as cost of services because they are related to employees, such as sales and corporate employees, that are not directly involved in providing client services. Operating expenses also include other selling, general and administrative expenses, depreciation, and allocations of corporate general and administrative expenses.
|
•
|
Investment Income.
Investment income is determined primarily by the investment balances held and the average yield on our overall investment portfolio.
|
•
|
Net Gains (Losses) on Investments.
The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on such factors as market opportunities, our tax and capital profile and overall market cycles that impact the timing of the sales of securities. Unrealized investment gains and losses arise primarily from changes in the market value of our investments that are classified as trading and these unrealized gains and losses are generally the result of changes in interest rates or credit spreads and may not necessarily result in economic gains or losses.
|
•
|
Impairment of Goodwill or Other Intangible Assets.
The periodic review of goodwill and other intangible assets for potential impairment may impact consolidated results. Our goodwill and other intangible assets primarily relate to the acquisition of Clayton, and their valuation is based on management’s assumptions, which are inherently subject to risks and uncertainties. In 2017, we recorded total impairment charges of
$200.2 million
related to the goodwill and other intangible assets of the Services segment. See Note
7
of Notes to Consolidated Financial Statements for additional information.
|
•
|
Tax Cuts and Jobs Act.
On December 22, 2017, the TCJA was signed into law. The TCJA significantly changes the U.S. tax system, and includes, among other things, a reduction of the federal corporate tax rate from
35%
to
21%
, effective January 1, 2018. Because deferred tax assets and liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled, the enactment of the TCJA resulted in a material reduction of our net deferred tax assets.
|
|
|
|
$ Change
|
||||||||||||||||
|
Year Ended December 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||
($ in millions, except per-share amounts)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Pretax income from continuing operations
|
$
|
346.7
|
|
|
$
|
483.7
|
|
|
$
|
437.8
|
|
|
$
|
(137.0
|
)
|
|
$
|
45.9
|
|
Net income from continuing operations
|
121.1
|
|
|
308.3
|
|
|
281.5
|
|
|
(187.2
|
)
|
|
26.8
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
(5.4
|
)
|
|||||
Net income
|
121.1
|
|
|
308.3
|
|
|
286.9
|
|
|
(187.2
|
)
|
|
21.4
|
|
|||||
Diluted net income per share
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.22
|
|
|
$
|
(0.82
|
)
|
|
$
|
0.15
|
|
Book value per share at December 31
|
$
|
13.90
|
|
|
$
|
13.39
|
|
|
$
|
12.07
|
|
|
$
|
0.51
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net premiums earned—insurance
|
$
|
932.8
|
|
|
$
|
921.8
|
|
|
$
|
915.9
|
|
|
$
|
11.0
|
|
|
$
|
5.9
|
|
Services revenue
|
155.1
|
|
|
168.9
|
|
|
157.2
|
|
|
(13.8
|
)
|
|
11.7
|
|
|||||
Net investment income
|
127.2
|
|
|
113.5
|
|
|
81.5
|
|
|
13.7
|
|
|
32.0
|
|
|||||
Net gains (losses) on investments and other financial instruments
|
3.6
|
|
|
30.8
|
|
|
35.7
|
|
|
(27.2
|
)
|
|
(4.9
|
)
|
|||||
Provision for losses
|
135.2
|
|
|
202.8
|
|
|
198.6
|
|
|
67.6
|
|
|
(4.2
|
)
|
|||||
Cost of services
|
104.6
|
|
|
114.2
|
|
|
93.7
|
|
|
9.6
|
|
|
(20.5
|
)
|
|||||
Other operating expenses
|
267.3
|
|
|
244.9
|
|
|
242.4
|
|
|
(22.4
|
)
|
|
(2.5
|
)
|
|||||
Restructuring and other exit costs
|
17.3
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|||||
Interest expense
|
62.8
|
|
|
81.1
|
|
|
91.1
|
|
|
18.3
|
|
|
10.0
|
|
|||||
Loss on induced conversion and debt extinguishment
|
51.5
|
|
|
75.1
|
|
|
94.2
|
|
|
23.6
|
|
|
19.1
|
|
|||||
Impairment of goodwill
|
184.4
|
|
|
—
|
|
|
—
|
|
|
(184.4
|
)
|
|
—
|
|
|||||
Amortization and impairment of other intangible assets
|
27.7
|
|
|
13.2
|
|
|
13.0
|
|
|
(14.5
|
)
|
|
(0.2
|
)
|
|||||
Income tax provision
|
225.6
|
|
|
175.4
|
|
|
156.3
|
|
|
(50.2
|
)
|
|
(19.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted pretax operating income
(1)
|
$
|
617.2
|
|
|
$
|
541.8
|
|
|
$
|
510.9
|
|
|
$
|
75.4
|
|
|
$
|
30.9
|
|
(1)
|
See “—
Use of Non-GAAP Financial Measure
” below.
|
(1)
|
All book value per share items above are calculated based on
214.5 million
shares outstanding as of
December 31, 2016
, except for the
December 31, 2017
book value per share, which was calculated based on
215.8 million
shares outstanding as of
December 31, 2017
.
|
(2)
|
The $0.56 increase in book value per share resulting from our net income is net of the impact of a goodwill and other intangible assets impairment charge of $0.61 per share and an incremental tax provision of $0.48 per share related to the remeasurement of our net deferred tax assets as a result of the TCJA.
|
(3)
|
Reflects the net equity impact of the extinguishment of the remaining Convertible Senior Notes due 2019 and the purchases of a portion of the Convertible Senior Notes due 2017, excluding the loss on conversion and debt extinguishment, which is included in net income. See “Overview—
Other 2017 Developments
” for additional information.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net unrealized gains (losses) related to change in fair value of trading securities and other investments
|
$
|
13.2
|
|
|
$
|
27.2
|
|
|
$
|
(27.0
|
)
|
Net realized gains (losses) on investments
|
(8.6
|
)
|
|
4.3
|
|
|
62.1
|
|
|||
Other-than-temporary impairment losses
|
(1.4
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Net gains (losses) on other financial instruments
|
0.4
|
|
|
(0.2
|
)
|
|
0.6
|
|
|||
Net gains (losses) on investments and other financial instruments
|
$
|
3.6
|
|
|
$
|
30.8
|
|
|
$
|
35.7
|
|
|
|
|
|
|
|
(1)
|
Net gains (losses) on investments and other financial instruments.
The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles. Unrealized investment gains and losses arise primarily from changes in the market value of our investments that are classified as trading securities. These valuation adjustments may not necessarily result in realized economic gains or losses.
|
(2)
|
Loss on induced conversion and debt extinguishment.
Gains or losses on early extinguishment of debt and losses incurred to purchase our convertible debt prior to maturity are discretionary activities that are undertaken in order to take advantage of market opportunities to strengthen our financial and capital positions; therefore, we do not view these activities as part of our operating performance. Such transactions do not reflect expected future operations and do not provide meaningful insight regarding our current or past operating trends. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
|
(3)
|
Acquisition-related expenses.
Acquisition-related expenses represent the costs incurred to effect an acquisition of a business (i.e., a business combination). Because we pursue acquisitions on a strategic and selective basis and not in the ordinary course of our business, we do not view acquisition-related expenses as a consequence of a primary business activity. Therefore, we do not consider these expenses to be part of our operating performance and they are excluded from our calculation of adjusted pretax operating income (loss).
|
(4)
|
Amortization or impairment of goodwill and other intangible assets.
Amortization of intangible assets represents the periodic expense required to amortize the cost of intangible assets over their estimated useful lives. Intangible assets with an indefinite useful life are also periodically reviewed for potential impairment, and impairment adjustments are made whenever appropriate. These charges are not viewed as part of the operating performance of our primary activities and therefore are excluded from our calculation of adjusted pretax operating income (loss).
|
(5)
|
Net impairment losses recognized in earnings and losses from the sale of lines of business
. The recognition of net impairment losses on investments and the impairment of other long-lived assets does not result in a cash payment and can vary significantly in both amount and frequency, depending on market credit cycles and other factors. Losses from the sale of lines of business are highly discretionary as a result of strategic restructuring decisions, and generally do not occur in the normal course of our business. We do not view these losses to be indicative of our fundamental operating activities. Therefore, whenever these losses occur, we exclude them from our calculation of adjusted pretax operating income (loss).
|
Reconciliation of Consolidated Non-GAAP Financial Measure
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Consolidated pretax income from continuing operations
|
$
|
346,737
|
|
|
$
|
483,686
|
|
|
$
|
437,829
|
|
Less income (expense) items:
|
|
|
|
|
|
||||||
Net gains (losses) on investments and other financial instruments
|
3,621
|
|
|
30,751
|
|
|
35,693
|
|
|||
Loss on induced conversion and debt extinguishment
|
(51,469
|
)
|
|
(75,075
|
)
|
|
(94,207
|
)
|
|||
Acquisition-related expenses
(1)
|
(105
|
)
|
|
(519
|
)
|
|
(1,565
|
)
|
|||
Impairment of goodwill
|
(184,374
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization and impairment of other intangible assets
|
(27,671
|
)
|
|
(13,221
|
)
|
|
(12,986
|
)
|
|||
Impairment of other long-lived assets and loss from the sale of a business line
(2)
|
(10,440
|
)
|
|
—
|
|
|
—
|
|
|||
Total adjusted pretax operating income
(3)
|
$
|
617,175
|
|
|
$
|
541,750
|
|
|
$
|
510,894
|
|
|
|
|
|
|
|
(1)
|
Acquisition-related expenses represent expenses incurred to effect the acquisition of a business, net of adjustments to accruals previously recorded for acquisition expenses.
|
(2)
|
Included within restructuring and other exit costs.
|
(3)
|
Total adjusted pretax operating income consists of adjusted pretax operating income (loss) for each segment as follows:
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Adjusted pretax operating income (loss):
|
|
|
|
|
|
||||||
Mortgage insurance
(a)
|
$
|
651,015
|
|
|
$
|
561,911
|
|
|
$
|
511,048
|
|
Services
(a)
|
(33,840
|
)
|
|
(20,161
|
)
|
|
(154
|
)
|
|||
Total adjusted pretax operating income
|
$
|
617,175
|
|
|
$
|
541,750
|
|
|
$
|
510,894
|
|
|
|
|
|
|
|
(a)
|
Includes inter-segment expenses and revenues as disclosed in Note
4
of Notes to Consolidated Financial Statements.
|
|
|
|
$ Change
|
||||||||||||||||
|
Year Ended December 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Adjusted pretax operating income
(1)
|
$
|
651.0
|
|
|
$
|
561.9
|
|
|
$
|
511.0
|
|
|
$
|
89.1
|
|
|
$
|
50.9
|
|
Net premiums written—insurance
(2)
|
818.4
|
|
|
733.8
|
|
|
968.5
|
|
|
84.6
|
|
|
(234.7
|
)
|
|||||
(Increase) decrease in unearned premiums
|
114.4
|
|
|
187.9
|
|
|
(52.6
|
)
|
|
(73.5
|
)
|
|
240.5
|
|
|||||
Net premiums earned—insurance
|
932.8
|
|
|
921.8
|
|
|
915.9
|
|
|
11.0
|
|
|
5.9
|
|
|||||
Net investment income
|
127.2
|
|
|
113.5
|
|
|
81.5
|
|
|
13.7
|
|
|
32.0
|
|
|||||
Provision for losses
|
136.2
|
|
|
204.2
|
|
|
198.4
|
|
|
68.0
|
|
|
(5.8
|
)
|
|||||
Other operating expenses
(3)
|
206.4
|
|
|
185.8
|
|
|
195.0
|
|
|
(20.6
|
)
|
|
9.2
|
|
|||||
Interest expense
|
45.0
|
|
|
63.4
|
|
|
73.4
|
|
|
18.4
|
|
|
10.0
|
|
(1)
|
Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of our business segments.
|
(2)
|
Net of ceded premiums written under the QSR Transactions and the 2016 Single Premium QSR Transaction. Effective December 31, 2017, we amended the 2016 Single Premium QSR Transaction to increase the amount of ceded risk on performing loans under the agreement from 35% to 65% for the 2015 through 2017 vintages, resulting in a reduction of
$145.7 million
in net premiums written on Single Premium Policies for the fourth quarter of 2017. During 2016, we entered into the 2016 Single Premium QSR Transaction, resulting in $233.2 million in ceded premiums written in 2016. See Note
8
of Notes to Consolidated Financial Statements for more information.
|
(3)
|
Includes allocation of corporate operating expenses of
$55.4 million
,
$45.2 million
and
$46.4 million
for
2017
,
2016
and
2015
, respectively.
|
(1)
|
In 2009, the GSEs began offering HARP loans, which allow a borrower who is not delinquent to refinance a mortgage if the borrower has been unable to take advantage of lower interest rates because the borrower’s home has decreased in value. Refinancings under the HARP programs have had a positive impact on the overall credit quality and composition of our mortgage insurance portfolio because the refinancing generally results in terms under which a borrower has a greater ability to pay and more financial flexibility to cover the loan obligations. We exclude HARP loans from our NIW for the period in which the refinance occurs. During
2017
, new HARP loans accounted for
$79.6 million
of newly refinanced loans that were not included in Radian Guaranty’s NIW for the period, compared to
$202.9 million
for
2016
. The HARP deadline for refinancing has been extended to December 31, 2018. See “Item 1. Business—Regulation—Federal Regulation—
Homeowner Assistance Programs
” for more information.
|
(1)
|
Represents inception-to-date losses incurred as a percentage of net premiums earned.
|
|
Year Ended December 31,
|
|||||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Total primary NIW by FICO score
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
>=740
|
$
|
32,928
|
|
|
61.1
|
%
|
|
$
|
31,426
|
|
|
62.2
|
%
|
|
$
|
25,683
|
|
|
62.0
|
%
|
680-739
|
17,641
|
|
|
32.7
|
|
|
16,001
|
|
|
31.7
|
|
|
12,954
|
|
|
31.3
|
|
|||
620-679
|
3,336
|
|
|
6.2
|
|
|
3,103
|
|
|
6.1
|
|
|
2,774
|
|
|
6.7
|
|
|||
Total Primary NIW
|
$
|
53,905
|
|
|
100.0
|
%
|
|
$
|
50,530
|
|
|
100.0
|
%
|
|
$
|
41,411
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Percentage of primary NIW
|
|
|
|
|
|
||||||
Direct Monthly and Other Premiums
|
77
|
%
|
|
73
|
%
|
|
69
|
%
|
|||
Direct Single Premiums
|
23
|
%
|
|
27
|
%
|
|
31
|
%
|
|||
|
|
|
|
|
|
||||||
Net Single Premiums
(1)
|
15
|
%
|
|
18
|
%
|
|
31
|
%
|
|||
|
|
|
|
|
|
||||||
NIW for Purchases
|
89
|
%
|
|
78
|
%
|
|
79
|
%
|
|||
|
|
|
|
|
|
||||||
NIW for Refinances
|
11
|
%
|
|
22
|
%
|
|
21
|
%
|
|||
|
|
|
|
|
|
||||||
LTV
|
|
|
|
|
|
||||||
95.01% and above
|
13.2
|
%
|
|
5.7
|
%
|
|
3.0
|
%
|
|||
90.01% to 95.00%
|
46.0
|
%
|
|
47.5
|
%
|
|
49.8
|
%
|
|||
85.01% to 90.00%
|
28.5
|
%
|
|
32.0
|
%
|
|
34.0
|
%
|
|||
85.00% and below
|
12.3
|
%
|
|
14.8
|
%
|
|
13.2
|
%
|
|||
|
|
|
|
|
|
||||||
Primary risk written
|
$
|
13,569
|
|
|
$
|
12,538
|
|
|
$
|
10,435
|
|
(1)
|
In 2016 and 2017, represents the percentage of direct Single Premium Policies written, after consideration of the Single Premium NIW ceded under the 2016 Single Premium QSR Transaction prior to its amendment, effective December 31, 2017, which increased the amount of ceded risk on performing loans for 2015 through 2017 vintages under the agreement from 35% to 65%. After consideration of this increase in the cession percentage, net Single Premium Policies represented 8% of NIW during 2017. See Note
8
of Notes to Consolidated Financial Statements for additional information.
|
|
December 31,
|
||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Primary IIF
|
|
|
|
|
|
||||||
Direct Monthly and Other Premiums
|
69
|
%
|
|
68
|
%
|
|
69
|
%
|
|||
Direct Single Premiums
|
31
|
%
|
|
32
|
%
|
|
31
|
%
|
|||
|
|
|
|
|
|
||||||
Net Single Premiums
(1)
|
20
|
%
|
|
25
|
%
|
|
31
|
%
|
|||
|
|
|
|
|
|
||||||
Total Primary IIF
|
$
|
200,724
|
|
|
$
|
183,450
|
|
|
$
|
175,584
|
|
|
|
|
|
|
|
||||||
Persistency Rate
(12 months ended)
|
81.1
|
%
|
(2)
|
76.7
|
%
|
(3)
|
78.8
|
%
|
|||
Persistency Rate
(quarterly, annualized)
(4)
|
79.4
|
%
|
(2)
|
76.8
|
%
|
(5)
|
81.8
|
%
|
(1)
|
Represents the percentage of single premium IIF, after giving effect to all reinsurance ceded.
|
(2)
|
During the third quarter of 2017, the scheduled final settlement date under the Freddie Mac Agreement occurred, resulting in a negative impact on the Persistency Rate due to the removal from RIF and IIF of most of the loans subject to the Freddie Mac Agreement. The Persistency Rate was also reduced by an increase in cancellations of Single Premium Policies due to increased cancellations identified by our ongoing servicer monitoring process for Single Premium Policies.
|
(3)
|
The Persistency Rate for the 12 months ended December 31, 2016 was less than in 2017 and 2015, primarily due to increased refinancing activity and the cancellations of Single Premium Policies. See
“—
Net Premiums Written and Earned
” below.
|
(4)
|
The Persistency Rate on a quarterly, annualized basis may be impacted by seasonality or other factors, and may not be indicative of full-year trends.
|
(5)
|
The Persistency Rate annualized based on the quarter ended December 31, 2016 was less than in 2015, primarily due to the volume of Single Premium Policies that were cancelled during the fourth quarter of 2016, which were higher as compared to the same quarter in 2015.
|
|
December 31,
|
|||||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Primary RIF by Premium Type
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct Monthly and Other Premiums
|
$
|
35,452
|
|
|
69.1
|
%
|
|
$
|
32,136
|
|
|
68.8
|
%
|
|
$
|
30,940
|
|
|
69.3
|
%
|
Direct Single Premiums
|
15,836
|
|
|
30.9
|
|
|
14,605
|
|
|
31.2
|
|
|
13,687
|
|
|
30.7
|
|
|||
Total primary RIF
|
$
|
51,288
|
|
|
100.0
|
%
|
|
$
|
46,741
|
|
|
100.0
|
%
|
|
$
|
44,627
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Single Premiums
(1)
|
$
|
8,320
|
|
|
19.3
|
%
|
|
$
|
10,161
|
|
|
24.5
|
%
|
|
$
|
12,846
|
|
|
30.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Primary RIF by Internal Risk Grade
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prime
|
$
|
49,674
|
|
|
96.9
|
%
|
|
$
|
44,708
|
|
|
95.6
|
%
|
|
$
|
42,170
|
|
|
94.5
|
%
|
Alt-A and A minus and below
|
1,614
|
|
|
3.1
|
|
|
2,033
|
|
|
4.4
|
|
|
2,457
|
|
|
5.5
|
|
|||
Total primary RIF
|
$
|
51,288
|
|
|
100.0
|
%
|
|
$
|
46,741
|
|
|
100.0
|
%
|
|
$
|
44,627
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the dollar amount and percentage, respectively, of Single Premium RIF, after giving effect to all reinsurance ceded.
|
|
December 31,
|
|||||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Total primary RIF by FICO score
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
>=740
|
$
|
30,225
|
|
|
58.9
|
%
|
|
$
|
26,939
|
|
|
57.6
|
%
|
|
$
|
25,467
|
|
|
57.1
|
%
|
680-739
|
16,097
|
|
|
31.4
|
|
|
14,497
|
|
|
31.0
|
|
|
13,543
|
|
|
30.3
|
|
|||
620-679
|
4,425
|
|
|
8.6
|
|
|
4,620
|
|
|
9.9
|
|
|
4,806
|
|
|
10.8
|
|
|||
<=619
|
541
|
|
|
1.1
|
|
|
685
|
|
|
1.5
|
|
|
811
|
|
|
1.8
|
|
|||
Total primary RIF
|
$
|
51,288
|
|
|
100.0
|
%
|
|
$
|
46,741
|
|
|
100.0
|
%
|
|
$
|
44,627
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Primary RIF on defaulted loans
(1)
|
$
|
1,389
|
|
|
|
|
$
|
1,363
|
|
|
|
|
$
|
1,625
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes risk related to loans subject to the Freddie Mac Agreement.
|
|
December 31,
|
|||||||||||||||||||
($ in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Total primary RIF by LTV
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
95.01% and above
|
$
|
4,704
|
|
|
9.2
|
%
|
|
$
|
3,447
|
|
|
7.4
|
%
|
|
$
|
3,249
|
|
|
7.3
|
%
|
90.01% to 95.00%
|
27,276
|
|
|
53.2
|
|
|
24,439
|
|
|
52.3
|
|
|
22,479
|
|
|
50.4
|
|
|||
85.01% to 90.00%
|
15,719
|
|
|
30.6
|
|
|
15,208
|
|
|
32.5
|
|
|
15,184
|
|
|
34.0
|
|
|||
85.00% and below
|
3,589
|
|
|
7.0
|
|
|
3,647
|
|
|
7.8
|
|
|
3,715
|
|
|
8.3
|
|
|||
Total primary RIF
|
$
|
51,288
|
|
|
100.0
|
%
|
|
$
|
46,741
|
|
|
100.0
|
%
|
|
$
|
44,627
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total primary RIF by policy year
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2008 and prior
|
$
|
7,159
|
|
|
14.0
|
%
|
|
$
|
9,143
|
|
|
19.5
|
%
|
|
$
|
11,178
|
|
|
25.0
|
%
|
2009
|
298
|
|
|
0.6
|
|
|
468
|
|
|
1.0
|
|
|
736
|
|
|
1.7
|
|
|||
2010
|
264
|
|
|
0.5
|
|
|
417
|
|
|
0.9
|
|
|
616
|
|
|
1.4
|
|
|||
2011
|
682
|
|
|
1.3
|
|
|
917
|
|
|
2.0
|
|
|
1,294
|
|
|
2.9
|
|
|||
2012
|
2,830
|
|
|
5.5
|
|
|
3,734
|
|
|
8.0
|
|
|
5,010
|
|
|
11.2
|
|
|||
2013
|
4,557
|
|
|
8.9
|
|
|
5,902
|
|
|
12.6
|
|
|
8,056
|
|
|
18.1
|
|
|||
2014
|
4,356
|
|
|
8.5
|
|
|
5,607
|
|
|
12.0
|
|
|
7,646
|
|
|
17.1
|
|
|||
2015
|
7,096
|
|
|
13.8
|
|
|
8,469
|
|
|
18.1
|
|
|
10,091
|
|
|
22.6
|
|
|||
2016
|
10,992
|
|
|
21.4
|
|
|
12,084
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
|||
2017
|
13,054
|
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total primary RIF
(1)
|
$
|
51,288
|
|
|
100.0
|
%
|
|
$
|
46,741
|
|
|
100.0
|
%
|
|
$
|
44,627
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
At December 31, 2017, 2016 and 2015, consists of 97.3%, 97.0% and 96.1%, respectively, of RIF related to fixed-rate mortgages.
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net premiums earned—insurance:
|
|
|
|
|
|
||||||
Direct
|
|
|
|
|
|
||||||
Premiums earned, excluding revenue from cancellations
|
$
|
929,668
|
|
|
$
|
902,269
|
|
|
$
|
898,811
|
|
Single Premium Policy cancellations
|
60,348
|
|
|
96,824
|
|
|
74,834
|
|
|||
Direct premiums earned
|
990,016
|
|
|
999,093
|
|
|
973,645
|
|
|||
|
|
|
|
|
|
||||||
Ceded
|
|
|
|
|
|
||||||
Premiums earned, excluding revenue from cancellations
|
(57,509
|
)
|
|
(70,714
|
)
|
|
(59,207
|
)
|
|||
Single Premium Policy cancellations
|
(27,576
|
)
|
|
(38,050
|
)
|
|
(6,566
|
)
|
|||
Profit commission—reinsurance
|
27,814
|
|
|
31,405
|
|
|
7,993
|
|
|||
Ceded premiums, net of profit commission
|
(57,271
|
)
|
|
(77,359
|
)
|
|
(57,780
|
)
|
|||
|
|
|
|
|
|
||||||
Assumed premiums earned
|
28
|
|
|
35
|
|
|
43
|
|
|||
|
|
|
|
|
|
||||||
Total net premiums earned—insurance
|
$
|
932,773
|
|
|
$
|
921,769
|
|
|
$
|
915,908
|
|
|
|
|
|
|
|
|
At or For the Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
QSR Transactions
|
|
|
|
|
|
|||
% of direct premiums written
|
1.9
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
% of total direct premiums earned
|
2.9
|
%
|
|
4.3
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|||
2016 Single Premium QSR Transaction
|
|
|
|
|
|
|||
% of total direct premiums written
|
18.8
|
%
|
|
23.4
|
%
|
|
N/A
|
|
% of total direct premiums earned
|
2.8
|
%
|
|
3.0
|
%
|
|
N/A
|
|
|
|
|
|
|
|
|||
First-Lien Captives
|
|
|
|
|
|
|||
% of total direct premiums written
|
0.1
|
%
|
|
0.4
|
%
|
|
1.0
|
%
|
% of total direct premiums earned
|
0.1
|
%
|
|
0.4
|
%
|
|
1.0
|
%
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Current year defaults
(1)
|
$
|
185.5
|
|
|
$
|
206.4
|
|
|
$
|
229.1
|
|
Prior year defaults
(2)
|
(49.3
|
)
|
|
(3.5
|
)
|
|
(29.7
|
)
|
|||
Second-lien mortgage loan PDR and other
|
0.0
|
|
|
1.3
|
|
|
(1.0
|
)
|
|||
Provision for losses
|
$
|
136.2
|
|
|
$
|
204.2
|
|
|
$
|
198.4
|
|
|
|
|
|
|
|
||||||
Loss ratio
(3)
|
14.6
|
%
|
|
22.2
|
%
|
|
21.7
|
%
|
|||
|
|
|
|
|
|
(1)
|
Related to defaulted loans with a most recent default notice dated in the year indicated. For example, if a loan had defaulted in a prior year, but then subsequently cured and later re-defaulted in the current year, that default would be considered a current year default.
|
(2)
|
Related to defaulted loans with a default notice dated in a year earlier than the year indicated, which have been continuously in default since that time.
|
(3)
|
Provision for losses as a percentage of net premiums earned.
|
|
December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Default Statistics—Primary Insurance:
|
|
|
|
|
|
|||
Total primary insurance
|
|
|
|
|
|
|||
Prime
|
|
|
|
|
|
|||
Number of insured loans
|
913,408
|
|
|
849,227
|
|
|
816,797
|
|
Number of loans in default
|
20,269
|
|
|
19,101
|
|
|
22,223
|
|
Percentage of loans in default
|
2.22
|
%
|
|
2.25
|
%
|
|
2.72
|
%
|
Alt-A and A minus and below
|
|
|
|
|
|
|||
Number of insured loans
|
42,318
|
|
|
53,651
|
|
|
64,313
|
|
Number of loans in default
|
7,653
|
|
|
10,004
|
|
|
13,080
|
|
Percentage of loans in default
|
18.08
|
%
|
|
18.65
|
%
|
|
20.34
|
%
|
Total primary insurance
|
|
|
|
|
|
|||
Number of insured loans
(1)
|
955,726
|
|
|
902,878
|
|
|
881,110
|
|
Number of loans in default
(2)
(3)
|
27,922
|
|
|
29,105
|
|
|
35,303
|
|
Percentage of loans in default
|
2.92
|
%
|
|
3.22
|
%
|
|
4.01
|
%
|
|
|
|
|
|
|
|||
Default Statistics—Pool Insurance:
|
|
|
|
|
|
|||
Number of loans in default
|
2,117
|
|
(4)
|
4,286
|
|
|
5,796
|
|
(1)
|
Includes
253
; 5,850; and 7,353 insured loans subject to the Freddie Mac Agreement
at December 31, 2017
,
2016
and
2015
, respectively.
|
(2)
|
Excludes
100
; 1,639; and 2,821 loans that are in default
at December 31, 2017
,
2016
and
2015
, respectively, subject to the Freddie Mac Agreement, and for which we no longer have claims exposure. During the third quarter of
2017
, the scheduled final settlement date under the Freddie Mac Agreement occurred. As of
December 31, 2017
, the remaining loans subject to the Freddie Mac Agreement were those with Loss Mitigation Activity and pending claims activity already in process but not yet finalized.
|
(3)
|
Included in this amount at December 31, 2017 are the defaults in the FEMA Designated Areas associated with Hurricanes Harvey and Irma, which occurred during the third quarter of 2017. At December 31, 2017, 2016 and 2015, defaults in these areas were 7,051; 3,321; and 4,214, respectively.
|
(4)
|
Decrease primarily due to pool commutations that took place during the year.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Beginning default inventory
|
29,105
|
|
|
35,303
|
|
|
45,319
|
|
Plus: New defaults
(1)
|
|
|
|
|
|
|||
Legacy Portfolio new defaults
|
25,300
|
|
|
29,772
|
|
|
35,168
|
|
Post-legacy new defaults
|
17,588
|
|
|
10,731
|
|
|
7,439
|
|
Total new defaults
|
42,888
|
|
|
40,503
|
|
|
42,607
|
|
Less: Cures
(1)
|
37,464
|
|
|
38,589
|
|
|
40,607
|
|
Less: Claims paid
(2)
(3)
|
6,477
|
|
|
8,223
|
|
|
13,492
|
|
Less: Rescissions and Claim Denials, net of (Reinstatements)
(3)
|
130
|
|
|
(111
|
)
|
|
46
|
|
Less: Rescissions and Claim Denials, net of (Reinstatements), related to the BofA Settlement Agreement
(4)
|
—
|
|
|
—
|
|
|
(1,522
|
)
|
Ending default inventory
|
27,922
|
|
|
29,105
|
|
|
35,303
|
|
|
|
|
|
|
|
(1)
|
Included in this amount for the year ended December 31, 2017 are the new defaults and cures in the FEMA Designated Areas associated with Hurricanes Harvey and Irma, which occurred during the third quarter of 2017. For
the years ended December 31, 2017, 2016 and 2015, new defaults and cures in these areas were as follows:
|
(2)
|
Includes those charged to a deductible or captive and, for 2015, claim payments related to the BofA Settlement Agreement.
|
(3)
|
Net of any previous Rescission and Claim Denials that were reinstated during the period (excluding activity related to the BofA Settlement Agreement). Such reinstated Rescissions and Claim Denials may ultimately result in a paid claim.
|
(4)
|
Includes Rescissions, Claim Denials and Reinstatements on the population of loans subject to the BofA Settlement Agreement.
|
|
December 31, 2017
|
|||||||||||||||||
|
Total
|
|
Foreclosure Stage Defaulted Loans
|
|
Cure % During the 4th Quarter
|
|
Reserve for Losses
|
|
% of Reserve
|
|||||||||
($ in thousands)
|
#
|
|
%
|
|
#
|
|
%
|
|
$
|
|
%
|
|||||||
Missed payments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three payments or less
|
13,004
|
|
|
46.6
|
%
|
|
172
|
|
|
31.7
|
%
|
|
$
|
89,412
|
|
|
19.3
|
%
|
Four to 11 payments
|
7,528
|
|
|
27.0
|
|
|
426
|
|
|
20.9
|
|
|
99,759
|
|
|
21.5
|
|
|
12 payments or more
|
6,651
|
|
|
23.8
|
|
|
1,933
|
|
|
6.3
|
|
|
234,895
|
|
|
50.6
|
|
|
Pending claims
|
739
|
|
|
2.6
|
|
|
N/A
|
|
|
3.1
|
|
|
40,144
|
|
|
8.6
|
|
|
Total
|
27,922
|
|
|
100.0
|
%
|
|
2,531
|
|
|
|
|
|
464,210
|
|
|
100.0
|
%
|
|
IBNR and other
|
|
|
|
|
|
|
|
|
16,021
|
|
|
|
||||||
LAE
|
|
|
|
|
|
|
|
|
13,349
|
|
|
|
||||||
Total primary reserves
|
|
|
|
|
|
|
|
|
$
|
493,580
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||
Key Reserve Assumptions
|
||||
Gross Default to Claim Rate %
|
|
Net Default to Claim Rate %
|
|
Claim Severity %
|
33%
|
|
31%
|
|
98%
|
|
December 31, 2016
|
|||||||||||||||||
|
Total
|
|
Foreclosure Stage Defaulted Loans
|
|
Cure % During the 4th Quarter
|
|
Reserve for Losses
|
|
% of Reserve
|
|||||||||
($ in thousands)
|
#
|
|
%
|
|
#
|
|
%
|
|
$
|
|
%
|
|||||||
Missed payments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three payments or less
|
10,116
|
|
|
34.7
|
%
|
|
166
|
|
|
29.6
|
%
|
|
$
|
100,649
|
|
|
15.8
|
%
|
Four to 11 payments
|
7,763
|
|
|
26.7
|
|
|
534
|
|
|
18.9
|
|
|
121,636
|
|
|
19.1
|
|
|
12 payments or more
|
10,034
|
|
|
34.5
|
|
|
2,696
|
|
|
5.1
|
|
|
355,005
|
|
|
55.8
|
|
|
Pending claims
|
1,192
|
|
|
4.1
|
|
|
N/A
|
|
|
2.2
|
|
|
59,030
|
|
|
9.3
|
|
|
Total
|
29,105
|
|
|
100.0
|
%
|
|
3,396
|
|
|
|
|
636,320
|
|
|
100.0
|
%
|
||
IBNR and other
|
|
|
|
|
|
|
|
|
71,107
|
|
|
|
||||||
LAE
|
|
|
|
|
|
|
|
|
18,630
|
|
|
|
||||||
Total primary reserves
|
|
|
|
|
|
|
|
|
$
|
726,057
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
||||
Key Reserve Assumptions
|
||||
Gross Default to Claim Rate %
|
|
Net Default to Claim Rate %
|
|
Claim Severity %
|
45%
|
|
42%
|
|
101%
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net claims paid:
(1)
|
|
|
|
|
|
||||||
Prime
|
$
|
182,338
|
|
|
$
|
252,583
|
|
|
$
|
281,971
|
|
Alt-A and A minus and below
|
96,102
|
|
|
140,056
|
|
|
139,232
|
|
|||
Total primary claims paid
|
278,440
|
|
|
392,639
|
|
|
421,203
|
|
|||
Pool
|
10,687
|
|
|
22,120
|
|
|
34,870
|
|
|||
Other
(2)
|
(1,937
|
)
|
|
(384
|
)
|
|
(323
|
)
|
|||
Subtotal
|
287,190
|
|
|
414,375
|
|
|
455,750
|
|
|||
Impact of captive terminations
|
645
|
|
|
(2,418
|
)
|
|
(12,065
|
)
|
|||
Impact of commutations
(3)
|
102,545
|
|
|
5,605
|
|
|
320,983
|
|
|||
Total net claims paid
|
$
|
390,380
|
|
|
$
|
417,562
|
|
|
$
|
764,668
|
|
|
|
|
|
|
|
||||||
Average net claim paid:
(1) (4)
|
|
|
|
|
|
||||||
Prime
|
$
|
49.2
|
|
|
$
|
47.5
|
|
|
$
|
46.4
|
|
Alt-A and A minus and below
|
54.1
|
|
|
52.3
|
|
|
49.4
|
|
|||
Total average net primary claim paid
|
50.8
|
|
|
49.1
|
|
|
47.3
|
|
|||
Pool
|
57.8
|
|
|
51.9
|
|
|
58.5
|
|
|||
Other
(2)
|
(44.0
|
)
|
|
(8.7
|
)
|
|
(7.5
|
)
|
|||
Total average net claim paid
|
$
|
50.3
|
|
|
$
|
48.9
|
|
|
$
|
47.8
|
|
|
|
|
|
|
|
||||||
Average direct primary claim paid
(4) (5)
|
$
|
51.1
|
|
|
$
|
49.5
|
|
|
$
|
48.4
|
|
Average total direct claim paid
(4) (5)
|
$
|
50.6
|
|
|
$
|
49.3
|
|
|
$
|
48.8
|
|
(1)
|
Net of reinsurance recoveries and other recoveries.
|
(2)
|
Primarily related to net recoveries collected on claims paid in prior years on second-lien mortgage loans.
|
(3)
|
Includes the impact of commutations and captive terminations. For 2017, includes payments that, as expected, were made in connection with the final settlement of the Freddie Mac Agreement, as well as payments to commute mortgage insurance coverage on certain performing and non-performing loans on which we had Pool Insurance risk. For 2015, includes the impact of the BofA Settlement Agreement from the February 1, 2015 implementation date.
|
(4)
|
Calculated without giving effect to the impact of the termination of captive transactions and commutations.
|
(5)
|
Before reinsurance recoveries.
|
Direct Claims Paid vs. Premiums Written—Primary Insurance
|
||||||||||||||||||||||||||||||
Year of
Origination
|
|
End of 1st year
|
|
End of 2nd year
|
|
End of 3rd year
|
|
End of 4th year
|
|
End of 5th year
|
|
End of 6th year
|
|
End of 7th year
|
|
End of 8th year
|
|
End of 9th year
|
|
End of 10th year
|
||||||||||
2008
|
|
0.2
|
%
|
|
5.0
|
%
|
|
29.2
|
%
|
|
61.2
|
%
|
|
78.0
|
%
|
|
97.8
|
%
|
|
106.2
|
%
|
|
111.8
|
%
|
|
112.1
|
%
|
|
111.6
|
%
|
2009
|
|
0.0
|
%
|
|
1.3
|
%
|
|
3.9
|
%
|
|
7.6
|
%
|
|
11.7
|
%
|
|
14.2
|
%
|
|
15.3
|
%
|
|
15.9
|
%
|
|
16.4
|
%
|
|
—
|
|
2010
|
|
0.0
|
%
|
|
0.4
|
%
|
|
1.3
|
%
|
|
3.1
|
%
|
|
4.9
|
%
|
|
5.5
|
%
|
|
6.0
|
%
|
|
6.3
|
%
|
|
—
|
|
|
—
|
|
2011
|
|
0.0
|
%
|
|
0.2
|
%
|
|
1.1
|
%
|
|
2.0
|
%
|
|
2.7
|
%
|
|
3.2
|
%
|
|
3.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
2012
|
|
0.0
|
%
|
|
0.1
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
1.2
|
%
|
|
1.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2013
|
|
0.0
|
%
|
|
0.1
|
%
|
|
0.4
|
%
|
|
0.9
|
%
|
|
1.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2014
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2015
|
|
0.0
|
%
|
|
0.1
|
%
|
|
0.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2016
|
|
0.0
|
%
|
|
0.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
December 31,
|
|||||||||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Direct claims paid by origination year (first-lien):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2008 and prior
|
$
|
358,067
|
|
|
94.0
|
%
|
|
$
|
393,063
|
|
|
95.5
|
%
|
|
$
|
729,751
|
|
|
97.9
|
%
|
2009
|
3,970
|
|
|
1.0
|
|
|
4,156
|
|
|
1.0
|
|
|
6,707
|
|
|
0.9
|
|
|||
2010
|
1,332
|
|
|
0.3
|
|
|
1,644
|
|
|
0.4
|
|
|
1,987
|
|
|
0.3
|
|
|||
2011
|
1,484
|
|
|
0.4
|
|
|
1,835
|
|
|
0.5
|
|
|
2,376
|
|
|
0.3
|
|
|||
2012
|
2,943
|
|
|
0.8
|
|
|
3,380
|
|
|
0.8
|
|
|
2,213
|
|
|
0.3
|
|
|||
2013
|
4,638
|
|
|
1.2
|
|
|
4,561
|
|
|
1.1
|
|
|
1,909
|
|
|
0.3
|
|
|||
2014
|
5,271
|
|
|
1.4
|
|
|
2,961
|
|
|
0.7
|
|
|
102
|
|
|
—
|
|
|||
2015
|
3,143
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2016
|
254
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total direct claims paid
(1)
|
$
|
381,102
|
|
|
100.0
|
%
|
|
$
|
411,600
|
|
|
100.0
|
%
|
|
$
|
745,045
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents total first-lien direct claims paid, excluding impact of reinsurance and LAE expenses.
|
|
|
|
|
|
|
|
$ Change
|
||||||||||||
|
Year Ended December 31,
|
|
Favorable (Unfavorable)
|
||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
Adjusted pretax operating income (loss)
(1)
|
$
|
(33.8
|
)
|
|
$
|
(20.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(20.0
|
)
|
Services revenue
|
161.8
|
|
|
177.2
|
|
|
163.1
|
|
|
(15.4
|
)
|
|
14.1
|
|
|||||
Cost of services
|
105.8
|
|
|
115.4
|
|
|
97.3
|
|
|
9.6
|
|
|
(18.1
|
)
|
|||||
Gross profit on services
|
56.0
|
|
|
61.8
|
|
|
65.8
|
|
|
(5.8
|
)
|
|
(4.0
|
)
|
|||||
Other operating expenses
(2)
|
65.3
|
|
|
64.3
|
|
|
48.3
|
|
|
(1.0
|
)
|
|
(16.0
|
)
|
|||||
Restructuring and other exit costs
(3)
|
6.8
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
(1)
|
Our senior management uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of our business segments.
|
(2)
|
Includes allocation of corporate operating expenses of
$14.3 million
,
$8.5 million
and
$4.8 million
for 2017, 2016 and 2015, respectively.
|
(3)
|
Primarily includes employee severance and related benefit costs. Does not include impairment of long-lived assets and loss from the sale of a business line, which are not components of adjusted pretax operating income.
|
|
|
|
Payments Due by Period
|
|
||||||||||||||||
(In thousands)
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|
||||||||||
Long-term debt obligations (principal and interest) (Note 12)
|
$
|
1,274,683
|
|
|
$
|
55,383
|
|
|
$
|
483,721
|
|
(1)
|
$
|
245,079
|
|
(2)
|
$
|
490,500
|
|
(3)
|
Operating lease obligations (Note 13)
|
99,246
|
|
|
6,482
|
|
|
17,931
|
|
|
16,437
|
|
|
58,396
|
|
|
|||||
Reserve for losses and LAE (Note 11)
(4)
|
507,588
|
|
|
198,106
|
|
|
264,263
|
|
|
45,219
|
|
|
—
|
|
|
|||||
Purchase obligations
|
12,280
|
|
|
8,011
|
|
|
2,807
|
|
|
1,462
|
|
|
—
|
|
|
|||||
Unrecognized tax benefits (Note 10)
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total
|
$
|
1,893,797
|
|
|
$
|
267,982
|
|
|
$
|
768,722
|
|
|
$
|
308,197
|
|
|
$
|
548,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes
$158.6 million
and
$234.1 million
of Senior Notes due 2019 and 2020 that may be redeemed, in whole or in part at any time prior to maturity.
|
(2)
|
Includes
$197.7 million
of Senior Notes due 2021 that may be redeemed, in whole or in part at any time prior to maturity.
|
(3)
|
Includes
$450 million
of Senior Notes due 2024 that may be redeemed, in whole or in part at any time prior to maturity.
|
(4)
|
Our reserve for losses and LAE reflects the application of accounting policies described below in “Critical Accounting Policies—Reserve for Losses and LAE.” The payments due by period are based on management’s estimates and assume that all of the loss reserves included in the table will result in claim payments, net of expected recoveries.
|
(5)
|
We have approximately $189.6 million in potential additional liabilities associated with uncertain tax positions as of December 31, 2017. The timing or magnitude of any potential payments is unknown.
|
•
|
Radian Guaranty and Radian Mortgage Assurance were parties to a cross-guaranty agreement that was terminated effective July 1, 2016. However, it remains in effect for insurance written prior to the termination date. This agreement provides that if either party fails to make a payment to a policyholder, then the other party will step in and make the payment. The obligations of both parties are unconditional and irrevocable; however, no payments may be made without prior approval by the Pennsylvania Insurance Department.
|
•
|
Radian Group and Radian Mortgage Assurance are parties to a guaranty agreement, which provides that Radian Group will make sufficient funds available to Radian Mortgage Assurance to ensure that Radian Mortgage Assurance has a minimum of $5 million of statutory policyholders’ surplus every calendar quarter. Radian Mortgage Assurance had
$8.7 million
of statutory policyholders’ surplus and no RIF exposure
as of December 31, 2017
.
|
•
|
To allow our mortgage insurance customers to comply with applicable securities regulations for issuers of ABS (including mortgage-backed securities), we have been required, depending on the amount of credit enhancement we were providing, to provide: (i) audited financial statements for the insurance subsidiary participating in these transactions or (ii) a full and unconditional holding-company level guarantee for our insurance subsidiaries’ obligations in such transactions. Radian Group has guaranteed two structured transactions for Radian Guaranty with approximately
$97.8 million
of aggregate remaining credit exposure
as of December 31, 2017
.
|
•
|
Radian Group and Radian Guaranty Reinsurance are parties to an Assumption and Indemnification Agreement with regard to Radian Guaranty Reinsurance’s portion of the Deficiency Amounts relating to the IRS Matter. See Note
10
of Notes to Consolidated Financial Statements for additional information regarding the IRS Matter. We can provide no assurance regarding the outcome of the IRS Matter, which could take several years to resolve. As such, there remains significant uncertainty with regard to the amount and timing of any potential payments under the indemnity agreement described above. See “Item 1A. Risk Factors—
Resolution of our dispute with the IRS could adversely affect us.
”
|
•
|
the issuance of $450 million aggregate principal amount of Senior Notes due 2024;
|
•
|
tender offers resulting in the purchase of aggregate principal amounts of $141.4 million, $115.9 million and $152.3 million of our Senior Notes due 2019, 2020 and 2021, respectively, for a total of
$450.8 million
in cash;
|
•
|
the purchase of an aggregate principal amount of $21.6 million of our outstanding Convertible Senior Notes due 2017 for $31.6 million in cash;
|
•
|
the settlement of our conversion obligations for the remaining aggregate principal amount of our Convertible Senior Notes due 2019 for $110.1 million in cash, resulting in an aggregate decrease as of the settlement date of 6.4 million diluted shares for the purpose of determining diluted net income per share; and
|
•
|
the entry into a three-year,
$225 million
unsecured revolving credit facility.
|
2017 CAPITAL MANAGEMENT TRANSACTIONS
|
•
Eliminated all of our Convertible Senior Notes;
|
•
Improved our debt-to-capital ratio from 27.1% to 25.5%;
|
•
Reduced our future annual cash interest payments by approximately $5.8 million;
|
•
Extended the weighted-average maturity of our Senior Notes by nearly two years; and
|
•
Reduced the maximum single-year debt maturity prior to 2024 to $234.1 million.
|
(1)
|
The amendment to the 2016 Single Premium QSR Transaction which became effective as of December 31, 2017, and the $100 million of cash and marketable securities that Radian Group transferred to Radian Guaranty in December 2017 in exchange for a Surplus Note both had the effect of increasing the amount of Radian Guaranty’s cushion under the PMIERs financial requirements. These increases were partially offset by the increase of approximately $100 million in Minimum Required Assets due to the increase in reported delinquencies from hurricane-affected areas, as discussed above.
|
(1)
|
the repayment of our outstanding long-term debt, consisting of:
|
•
|
$158.6 million
principal amount of outstanding debt due in June 2019;
|
•
|
$234.1 million
principal amount of outstanding debt due in June 2020;
|
•
|
$197.7 million
principal amount of outstanding debt due in March 2021;
|
•
|
$450 million
principal amount of outstanding debt due in October 2024; and
|
(2)
|
potential additional capital contributions to our subsidiaries.
|
(In thousands)
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
360,575
|
|
|
$
|
381,724
|
|
|
$
|
11,721
|
|
Investing activities
|
(201,492
|
)
|
|
(176,058
|
)
|
|
2,792
|
|
|||
Financing activities
|
(125,084
|
)
|
|
(203,269
|
)
|
|
601
|
|
|||
Effect of exchange rate changes on cash and restricted cash
|
431
|
|
|
(481
|
)
|
|
(133
|
)
|
|||
Less: Increase (decrease) in cash of business held for sale
|
—
|
|
|
—
|
|
|
(421
|
)
|
|||
Increase (decrease) in cash and restricted cash
|
$
|
34,430
|
|
|
$
|
1,916
|
|
|
$
|
15,402
|
|
|
|
|
|
|
|
|
Moody’s (1)
|
|
S&P (2)
|
Radian Group
|
Ba3
|
|
BB+
|
Radian Guaranty
|
Baa3
|
|
BBB+
|
Radian Reinsurance
|
N/A
|
|
BBB+
|
(1)
|
Based on the August 17, 2017 update, Moody’s outlook for Radian Group and Radian Guaranty currently is Positive.
|
(2)
|
Based on the September 11, 2017 update, S&P’s outlook for Radian Group, Radian Guaranty and Radian Reinsurance is currently Stable.
|
Level I
|
—
Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
Level II
|
—
Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities; and
|
Level III
|
—
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Level III inputs are used to measure fair value only to the extent that observable inputs are not available.
|
•
|
the extent and the duration of the decline in value;
|
•
|
the reasons for the decline in value (e.g., credit event, interest related or market fluctuations); and
|
•
|
the financial position, access to capital and near term prospects of the issuer, including the current and future impact of any specific events.
|
|
Short-term and Available for Sale
|
|
Trading
|
||||||||||||
($ in millions)
|
December 31, 2017
|
|
December 31,
2016 |
|
December 31, 2017
|
|
December 31,
2016 |
||||||||
Carrying value of fixed income investment portfolio
(1)
|
$
|
4,009.8
|
|
|
$
|
3,580.0
|
|
|
$
|
606.4
|
|
|
$
|
879.9
|
|
Percentage of fixed income investment portfolio compared to total investment portfolio
(2)
|
85.8
|
%
|
|
80.2
|
%
|
|
13.0
|
%
|
|
19.7
|
%
|
||||
Average duration of fixed income portfolio
|
4.4 years
|
|
|
5.0 years
|
|
|
5.1 years
|
|
|
5.8 years
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest-rate risk increase/(decrease) in market value
|
|
|
|
|
|
|
|
||||||||
+100 basis points - $
|
$
|
(169.8
|
)
|
|
$
|
(172.6
|
)
|
|
$
|
(29.7
|
)
|
|
$
|
(48.0
|
)
|
+100 basis points - %
(3)
|
(4.2
|
)%
|
|
(4.8
|
)%
|
|
(4.9
|
)%
|
|
(5.5
|
)%
|
||||
- 100 basis points - $
|
$
|
184.7
|
|
|
$
|
183.0
|
|
|
$
|
32.5
|
|
|
$
|
53.1
|
|
- 100 basis points - %
(3)
|
4.6
|
%
|
|
5.1
|
%
|
|
5.4
|
%
|
|
6.0
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Credit-spread risk increase/(decrease) in market value
|
|
|
|
|
|
|
|
||||||||
+100 basis points - $
|
$
|
(183.8
|
)
|
|
$
|
(159.5
|
)
|
|
$
|
(30.4
|
)
|
|
$
|
(49.3
|
)
|
+100 basis points - %
(3)
|
(4.6
|
)%
|
|
(4.5
|
)%
|
|
(5.0
|
)%
|
|
(5.6
|
)%
|
||||
- 100 basis points - $
|
$
|
148.6
|
|
|
$
|
151.9
|
|
|
$
|
24.6
|
|
|
$
|
46.3
|
|
- 100 basis points - %
(3)
|
3.7
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
|
(5.3
|
)%
|
(1)
|
Total fixed income securities include fixed-maturity investments available for sale, trading securities and short-term investments and exclude reinvested cash collateral held under securities lending agreements. At December 31, 2017. fixed income securities shown above also include
$134.1 million
invested in certain fixed income exchange-traded funds that are classified as equity securities in our consolidated balance sheets, as well as
$20.7 million
in fixed income securities loaned under securities lending agreements that are classified as other assets in our consolidated balance sheets.
|
(2)
|
Total investment portfolio comprises total investments per the consolidated balance sheets adjusted for securities loaned under securities lending agreements that are classified as other assets in our consolidated balance sheets.
|
(3)
|
Change in value expressed as a percentage of the market value of the related fixed income portfolio.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
Index to Consolidated Financial Statements
|
|
Annual Financial Statements:
|
PAGE
|
Financial Statements as of December 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015:
|
|
Notes to Consolidated Financial Statements:
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
($ in thousands, except share and per-share amounts)
|
|
|
|
||||
Assets
|
|
|
|
||||
Investments (Note 6)
|
|
|
|
||||
Fixed-maturities available for sale—at fair value (amortized cost $3,426,217 and $2,856,468)
|
$
|
3,458,719
|
|
|
$
|
2,838,512
|
|
Equity securities available for sale—at fair value (cost $163,106 and $1,330)
|
162,830
|
|
|
1,330
|
|
||
Trading securities—at fair value
|
606,401
|
|
|
879,862
|
|
||
Short-term investments—at fair value (includes $19,357 and $0 of reinvested cash collateral held under securities lending agreements)
|
415,658
|
|
|
741,531
|
|
||
Other invested assets
|
334
|
|
|
1,195
|
|
||
Total investments
|
4,643,942
|
|
|
4,462,430
|
|
||
Cash
|
80,569
|
|
|
52,149
|
|
||
Restricted cash
|
15,675
|
|
|
9,665
|
|
||
Accounts and notes receivable
|
72,558
|
|
|
77,631
|
|
||
Deferred income taxes, net (Note 10)
|
229,567
|
|
|
411,798
|
|
||
Goodwill and other intangible assets, net (Note 7)
|
64,212
|
|
|
276,228
|
|
||
Prepaid reinsurance premium (Note 2)
|
386,509
|
|
|
229,438
|
|
||
Other assets (Note 9)
|
407,849
|
|
|
343,835
|
|
||
Total assets
|
$
|
5,900,881
|
|
|
$
|
5,863,174
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Unearned premiums
|
$
|
723,938
|
|
|
$
|
681,222
|
|
Reserve for losses and loss adjustment expenses (“LAE”) (Note 11)
|
507,588
|
|
|
760,269
|
|
||
Long-term debt (Note 12)
|
1,027,074
|
|
|
1,069,537
|
|
||
Reinsurance funds withheld (Note 2)
|
288,398
|
|
|
158,001
|
|
||
Other liabilities
|
353,845
|
|
|
321,859
|
|
||
Total liabilities
|
2,900,843
|
|
|
2,990,888
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock: par value $.001 per share; 485,000,000 shares authorized at December 31, 2017 and 2016; 233,416,989 and 232,091,921 shares issued at December 31, 2017 and 2016, respectively; 215,814,188 and 214,521,079 shares outstanding at December 31, 2017 and 2016, respectively
|
233
|
|
|
232
|
|
||
Treasury stock, at cost: 17,602,801 and 17,570,842 shares at December 31, 2017 and 2016, respectively
|
(893,888
|
)
|
|
(893,332
|
)
|
||
Additional paid-in capital
|
2,754,275
|
|
|
2,779,891
|
|
||
Retained earnings
|
1,116,333
|
|
|
997,890
|
|
||
Accumulated other comprehensive income (loss) (Note 17)
|
23,085
|
|
|
(12,395
|
)
|
||
Total stockholders’ equity
|
3,000,038
|
|
|
2,872,286
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,900,881
|
|
|
$
|
5,863,174
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands, except per-share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Net premiums earned—insurance
|
$
|
932,773
|
|
|
$
|
921,769
|
|
|
$
|
915,908
|
|
Services revenue
|
155,103
|
|
|
168,894
|
|
|
157,216
|
|
|||
Net investment income
|
127,248
|
|
|
113,466
|
|
|
81,537
|
|
|||
Net gains on investments and other financial instruments
|
3,621
|
|
|
30,751
|
|
|
35,693
|
|
|||
Other income
|
2,886
|
|
|
3,572
|
|
|
2,899
|
|
|||
Total revenues
|
1,221,631
|
|
|
1,238,452
|
|
|
1,193,253
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Provision for losses
|
135,154
|
|
|
202,788
|
|
|
198,585
|
|
|||
Policy acquisition costs
|
24,277
|
|
|
23,480
|
|
|
22,424
|
|
|||
Cost of services
|
104,599
|
|
|
114,174
|
|
|
93,715
|
|
|||
Other operating expenses
|
267,321
|
|
|
244,896
|
|
|
242,405
|
|
|||
Restructuring and other exit costs (Note 1)
|
17,268
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
62,761
|
|
|
81,132
|
|
|
91,102
|
|
|||
Loss on induced conversion and debt extinguishment (Note 12)
|
51,469
|
|
|
75,075
|
|
|
94,207
|
|
|||
Impairment of goodwill (Note 7)
|
184,374
|
|
|
—
|
|
|
—
|
|
|||
Amortization and impairment of other intangible assets
|
27,671
|
|
|
13,221
|
|
|
12,986
|
|
|||
Total expenses
|
874,894
|
|
|
754,766
|
|
|
755,424
|
|
|||
Pretax income from continuing operations
|
346,737
|
|
|
483,686
|
|
|
437,829
|
|
|||
Income tax provision
|
225,649
|
|
|
175,433
|
|
|
156,290
|
|
|||
Net income from continuing operations
|
121,088
|
|
|
308,253
|
|
|
281,539
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
5,385
|
|
|||
Net income
|
$
|
121,088
|
|
|
$
|
308,253
|
|
|
$
|
286,924
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
0.56
|
|
|
$
|
1.46
|
|
|
$
|
1.41
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Net income
|
$
|
0.56
|
|
|
$
|
1.46
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.20
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Net income
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding—basic
|
215,321
|
|
|
211,789
|
|
|
199,910
|
|
|||
Weighted-average number of common and common equivalent shares outstanding—diluted
|
220,406
|
|
|
229,258
|
|
|
246,332
|
|
|||
|
|
|
|
|
|
||||||
Dividends per share
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
121,088
|
|
|
$
|
308,253
|
|
|
$
|
286,924
|
|
Other comprehensive income (loss), net of tax (Note 17):
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period
|
31,903
|
|
|
8,782
|
|
|
(22,573
|
)
|
|||
Less: Reclassification adjustment for net gains (losses) included in net income
|
(2,642
|
)
|
|
2,251
|
|
|
44,183
|
|
|||
Net unrealized gains (losses) on investments
|
34,545
|
|
|
6,531
|
|
|
(66,756
|
)
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Unrealized foreign currency translation adjustments
|
150
|
|
|
(474
|
)
|
|
(217
|
)
|
|||
Less: Reclassification adjustment for liquidation of foreign subsidiary and other adjustments included in net income
|
(721
|
)
|
|
—
|
|
|
—
|
|
|||
Net foreign currency translation adjustments
|
871
|
|
|
(474
|
)
|
|
(217
|
)
|
|||
Activity related to investments recorded as assets held for sale
|
—
|
|
|
—
|
|
|
(3,254
|
)
|
|||
Net actuarial gains
|
64
|
|
|
25
|
|
|
265
|
|
|||
Other comprehensive income (loss), net of tax
|
35,480
|
|
|
6,082
|
|
|
(69,962
|
)
|
|||
Comprehensive income
|
$
|
156,568
|
|
|
$
|
314,335
|
|
|
$
|
216,962
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Common Stock
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
232
|
|
|
$
|
224
|
|
|
$
|
209
|
|
Impact of extinguishment of Convertible Senior Notes due 2017 and 2019 (Note 12)
|
—
|
|
|
17
|
|
|
28
|
|
|||
Issuance of common stock under incentive and benefit plans
|
1
|
|
|
—
|
|
|
1
|
|
|||
Termination of capped calls (Note 12)
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Shares repurchased under share repurchase program (Note 14)
|
—
|
|
|
(9
|
)
|
|
(11
|
)
|
|||
Balance, end of period
|
233
|
|
|
232
|
|
|
224
|
|
|||
|
|
|
|
|
|
||||||
Treasury Stock
|
|
|
|
|
|
||||||
Balance, beginning of period
|
(893,332
|
)
|
|
(893,176
|
)
|
|
(892,961
|
)
|
|||
Repurchases of common stock under incentive plans
|
(556
|
)
|
|
(156
|
)
|
|
(215
|
)
|
|||
Balance, end of period
|
(893,888
|
)
|
|
(893,332
|
)
|
|
(893,176
|
)
|
|||
|
|
|
|
|
|
||||||
Additional Paid-in Capital
|
|
|
|
|
|
||||||
Balance, beginning of period
|
2,779,891
|
|
|
2,716,618
|
|
|
2,531,513
|
|
|||
Issuance of common stock under incentive and benefit plans
|
8,635
|
|
|
2,117
|
|
|
2,422
|
|
|||
Stock-based compensation
|
13,491
|
|
|
18,257
|
|
|
15,513
|
|
|||
Impact of extinguishment of Convertible Senior Notes due 2017 and 2019 (Note 12)
|
(52,700
|
)
|
|
143,078
|
|
|
336,358
|
|
|||
Cumulative effect of adoption of the accounting standard update for share-based payment transactions
|
756
|
|
|
—
|
|
|
—
|
|
|||
Termination of capped calls (Note 12)
|
4,208
|
|
|
—
|
|
|
13,153
|
|
|||
Change in equity component of currently redeemable convertible senior notes
|
—
|
|
|
—
|
|
|
19,648
|
|
|||
Shares repurchased under share repurchase program (Note 14)
|
(6
|
)
|
|
(100,179
|
)
|
|
(201,989
|
)
|
|||
Balance, end of period
|
2,754,275
|
|
|
2,779,891
|
|
|
2,716,618
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings
|
|
|
|
|
|
||||||
Balance, beginning of period
|
997,890
|
|
|
691,742
|
|
|
406,814
|
|
|||
Net income
|
121,088
|
|
|
308,253
|
|
|
286,924
|
|
|||
Dividends declared
|
(2,154
|
)
|
|
(2,105
|
)
|
|
(1,996
|
)
|
|||
Cumulative effect of adoption of the accounting standard update for share-based payment transactions, net of tax
|
(491
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
1,116,333
|
|
|
997,890
|
|
|
691,742
|
|
|||
|
|
|
|
|
|
||||||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Balance, beginning of period
|
(12,395
|
)
|
|
(18,477
|
)
|
|
51,485
|
|
|||
Net foreign currency translation adjustment, net of tax
|
871
|
|
|
(474
|
)
|
|
(217
|
)
|
|||
Net unrealized gains (losses) on investments, net of tax
|
34,545
|
|
|
6,531
|
|
|
(66,756
|
)
|
|||
Activity related to investments recorded as assets held for sale
|
—
|
|
|
—
|
|
|
(3,254
|
)
|
|||
Net actuarial gains
|
64
|
|
|
25
|
|
|
265
|
|
|||
Balance, end of period
|
23,085
|
|
|
(12,395
|
)
|
|
(18,477
|
)
|
|||
|
|
|
|
|
|
||||||
Total Stockholders’ Equity
|
$
|
3,000,038
|
|
|
$
|
2,872,286
|
|
|
$
|
2,496,931
|
|
Radian Group Inc.
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In thousands)
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
121,088
|
|
|
$
|
308,253
|
|
|
$
|
286,924
|
|
Less: Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
5,385
|
|
|||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Net (gains) losses on investments and other financial instruments
|
(3,621
|
)
|
|
(30,751
|
)
|
|
(35,693
|
)
|
|||
Loss on induced conversion and debt extinguishment
|
51,469
|
|
|
75,075
|
|
|
94,207
|
|
|||
Deferred income tax provision
|
166,527
|
|
|
170,887
|
|
|
156,170
|
|
|||
Impairment of goodwill
|
184,374
|
|
|
—
|
|
|
—
|
|
|||
Amortization and impairment of other intangible assets
|
27,797
|
|
|
13,221
|
|
|
12,986
|
|
|||
Depreciation, other amortization, and other impairments, net
|
58,038
|
|
|
57,795
|
|
|
68,639
|
|
|||
Change in:
|
|
|
|
|
|
|
|
|
|||
Accounts and notes receivable
|
3,628
|
|
|
(16,011
|
)
|
|
25,656
|
|
|||
Prepaid reinsurance premiums
|
(157,071
|
)
|
|
(188,947
|
)
|
|
16,800
|
|
|||
Unearned premiums
|
42,716
|
|
|
862
|
|
|
35,796
|
|
|||
Reserve for losses and LAE
|
(252,681
|
)
|
|
(216,135
|
)
|
|
(583,633
|
)
|
|||
Reinsurance funds withheld
|
130,397
|
|
|
158,001
|
|
|
—
|
|
|||
Other assets
|
(16,491
|
)
|
|
(7,662
|
)
|
|
7,799
|
|
|||
Other liabilities
|
4,405
|
|
|
57,136
|
|
|
(66,786
|
)
|
|||
Net cash provided by (used in) operating activities, continuing operations
|
360,575
|
|
|
381,724
|
|
|
13,480
|
|
|||
Net cash provided by (used in) operating activities, discontinued operations
|
—
|
|
|
—
|
|
|
(1,759
|
)
|
|||
Net cash provided by (used in) operating activities
|
360,575
|
|
|
381,724
|
|
|
11,721
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of:
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
888,219
|
|
|
687,173
|
|
|
20,100
|
|
|||
Equity securities available for sale
|
38,318
|
|
|
74,868
|
|
|
146,049
|
|
|||
Trading securities
|
194,784
|
|
|
290,855
|
|
|
78,826
|
|
|||
Proceeds from redemptions of:
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
463,548
|
|
|
337,630
|
|
|
103,595
|
|
|||
Trading securities
|
79,296
|
|
|
123,645
|
|
|
221,914
|
|
|||
Purchases of:
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
(1,947,916
|
)
|
|
(1,990,652
|
)
|
|
(1,486,318
|
)
|
|||
Equity securities available for sale
|
(213,469
|
)
|
|
(830
|
)
|
|
(75,538
|
)
|
|||
Sales, redemptions and (purchases) of:
|
|
|
|
|
|
||||||
Short-term investments, net
|
324,258
|
|
|
334,456
|
|
|
222,882
|
|
|||
Other assets and other invested assets, net
|
882
|
|
|
2,489
|
|
|
16,717
|
|
|||
Net cash received (transferred) in sale of subsidiaries
|
(650
|
)
|
|
—
|
|
|
784,866
|
|
|||
Purchases of property and equipment, net
|
(28,676
|
)
|
|
(35,542
|
)
|
|
(25,466
|
)
|
|||
Acquisitions, net of cash acquired
|
(86
|
)
|
|
(150
|
)
|
|
(9,834
|
)
|
|||
Net cash provided by (used in) investing activities, continuing operations
|
(201,492
|
)
|
|
(176,058
|
)
|
|
(2,207
|
)
|
Radian Group Inc.
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In thousands)
|
Year Ended December 31,
|
||||||||||
2017
|
|
2016
|
|
2015
|
|||||||
Net cash provided by (used in) investing activities, discontinued operations
|
—
|
|
|
—
|
|
|
4,999
|
|
|||
Net cash provided by (used in) investing activities
|
(201,492
|
)
|
|
(176,058
|
)
|
|
2,792
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Dividends paid
|
(2,154
|
)
|
|
(2,105
|
)
|
|
(1,996
|
)
|
|||
Issuance of long-term debt, net
|
442,163
|
|
|
343,417
|
|
|
343,334
|
|
|||
Purchases and redemptions of long-term debt
|
(593,527
|
)
|
|
(445,072
|
)
|
|
(156,172
|
)
|
|||
Proceeds from termination of capped calls
|
4,208
|
|
|
—
|
|
|
13,150
|
|
|||
Issuance of common stock
|
7,132
|
|
|
717
|
|
|
1,285
|
|
|||
Purchase of common shares
|
(6
|
)
|
|
(100,188
|
)
|
|
(202,000
|
)
|
|||
Credit facility commitment fees paid
|
(1,993
|
)
|
|
—
|
|
|
—
|
|
|||
Change in payable under securities lending agreements
|
19,357
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based awards (Note 2)
|
—
|
|
|
333
|
|
|
3,000
|
|
|||
Repayment of other borrowings
|
(264
|
)
|
|
(371
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities, continuing operations
|
(125,084
|
)
|
|
(203,269
|
)
|
|
601
|
|
|||
Net cash provided by (used in) financing activities, discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(125,084
|
)
|
|
(203,269
|
)
|
|
601
|
|
|||
Effect of exchange rate changes on cash and restricted cash
|
431
|
|
|
(481
|
)
|
|
(133
|
)
|
|||
Increase (decrease) in cash and restricted cash
|
34,430
|
|
|
1,916
|
|
|
14,981
|
|
|||
Cash and restricted cash, beginning of period
|
61,814
|
|
|
59,898
|
|
|
44,496
|
|
|||
Less: Increase (decrease) in cash of business held for sale
|
—
|
|
|
—
|
|
|
(421
|
)
|
|||
Cash and restricted cash, end of period
|
$
|
96,244
|
|
|
$
|
61,814
|
|
|
$
|
59,898
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid (received), continuing operations
|
$
|
94,328
|
|
|
$
|
(673
|
)
|
|
$
|
3,712
|
|
Income taxes paid, discontinued operations
|
—
|
|
|
—
|
|
|
2,036
|
|
|||
Interest paid
|
57,453
|
|
|
65,531
|
|
|
61,077
|
|
Level I
|
—
Unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
Level II
|
—
Prices or valuations based on observable inputs other than quoted prices in active markets for identical assets and liabilities; and
|
Level III
|
—
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Level III inputs are used to measure fair value only to the extent that observable inputs are not available.
|
•
|
the extent and the duration of the decline in value;
|
•
|
the reasons for the decline in value (e.g., credit event, interest related or market fluctuations); and
|
•
|
the financial position, access to capital and near term prospects of the issuer, including the current and future impact of any specific events.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(In thousands, except per-share amounts)
|
|
|
|
|
|
||||||
Net income from continuing operations:
|
|
|
|
|
|
||||||
Net income from continuing operations
—
basic
|
$
|
121,088
|
|
|
$
|
308,253
|
|
|
$
|
281,539
|
|
Adjustment for dilutive Convertible Senior Notes due 2019, net of tax
(1)
|
(215
|
)
|
|
5,816
|
|
|
14,758
|
|
|||
Net income from continuing operations
—
diluted
|
$
|
120,873
|
|
|
$
|
314,069
|
|
|
$
|
296,297
|
|
|
|
|
|
|
|
||||||
Net income:
|
|
|
|
|
|
||||||
Net income from continuing operations
—
basic
|
$
|
121,088
|
|
|
$
|
308,253
|
|
|
$
|
281,539
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
5,385
|
|
|||
Net income
—
basic
|
121,088
|
|
|
308,253
|
|
|
286,924
|
|
|||
Adjustment for dilutive Convertible Senior Notes due 2019, net of tax
(1)
|
(215
|
)
|
|
5,816
|
|
|
14,758
|
|
|||
Net income
—
diluted
|
$
|
120,873
|
|
|
$
|
314,069
|
|
|
$
|
301,682
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding
—
basic
|
215,321
|
|
|
211,789
|
|
|
199,910
|
|
|||
Dilutive effect of Convertible Senior Notes due 2017
(2)
|
323
|
|
|
207
|
|
|
6,293
|
|
|||
Dilutive effect of Convertible Senior Notes due 2019
|
457
|
|
|
14,263
|
|
|
37,736
|
|
|||
Dilutive effect of stock-based compensation arrangements
(2)
|
4,305
|
|
|
2,999
|
|
|
2,393
|
|
|||
Adjusted average common shares outstanding—diluted
|
220,406
|
|
|
229,258
|
|
|
246,332
|
|
|||
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
0.56
|
|
|
$
|
1.46
|
|
|
$
|
1.41
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Net income
|
$
|
0.56
|
|
|
$
|
1.46
|
|
|
$
|
1.44
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.20
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Net income
|
$
|
0.55
|
|
|
$
|
1.37
|
|
|
$
|
1.22
|
|
(1)
|
As applicable, includes coupon interest, amortization of discount and fees, and other changes in income or loss that would result from the assumed conversion.
Included in the year ended December 31, 2017 is a benefit related to our adjustment of estimated accrued expense to actual amounts, resulting from the January 2017 settlement of our obligations on the remaining Convertible Senior Notes due 2019.
|
(2)
|
The following number of shares of our common stock equivalents issued under our share-based compensation arrangements and convertible debt, if any, were not included in the calculation of diluted net income per share because they were anti-dilutive:
|
|
Year Ended December 31,
|
|||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|||
Shares of common stock equivalents
|
353
|
|
|
1,042
|
|
|
728
|
|
(1)
|
Net gains (losses) on investments and other financial instruments.
The recognition of realized investment gains or losses can vary significantly across periods as the activity is highly discretionary based on the timing of individual securities sales due to such factors as market opportunities, our tax and capital profile and overall market cycles. Unrealized investment gains and losses arise primarily from changes in the market value of our investments that are classified as trading securities. These valuation adjustments may not necessarily result in realized economic gains or losses.
Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these realized and unrealized gains or losses. We do not view them to be indicative of our fundamental operating activities. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
|
(2)
|
Loss on induced conversion and debt extinguishment.
Gains or losses on early extinguishment of debt and losses incurred to purchase our convertible debt prior to maturity are discretionary activities that are undertaken in order to take advantage of market opportunities to strengthen our financial and capital positions; therefore, we do not view these activities as part of our operating performance. Such transactions do not reflect expected future operations and do not provide meaningful insight regarding our current or past operating trends. Therefore, these items are excluded from our calculation of adjusted pretax operating income (loss).
|
(3)
|
Acquisition-related expenses.
Acquisition-related expenses represent the costs incurred to effect an acquisition of a business (i.e., a business combination). Because we pursue acquisitions on a strategic and selective basis and not in the ordinary course of our business, we do not view acquisition-related expenses as a consequence of a primary business activity. Therefore, we do not consider these expenses to be part of our operating performance and they are excluded from our calculation of adjusted pretax operating income (loss).
|
(4)
|
Amortization or impairment of goodwill and other intangible assets.
Amortization of intangible assets represents the periodic expense required to amortize the cost of intangible assets over their estimated useful lives. Intangible assets with an indefinite useful life are also periodically reviewed for potential impairment, and impairment adjustments are made whenever appropriate. These charges are not viewed as part of the operating performance of our primary activities and therefore are excluded from our calculation of adjusted pretax operating income (loss).
|
(5)
|
Net impairment losses recognized in earnings and losses from the sale of lines of business
. The recognition of net impairment losses on investments and the impairment of other long-lived assets does not result in a cash payment and can vary significantly in both amount and frequency, depending on market credit cycles and other factors. Losses from the sale of lines of business are highly discretionary as a result of strategic restructuring decisions, and generally do not occur in the normal course of our business. We do not view these losses to be indicative of our fundamental operating activities. Therefore, whenever these losses occur, we exclude them from our calculation of adjusted pretax operating income (loss).
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
Mortgage Insurance
|
|
Services
|
|
Total
|
||||||
Net premiums written—insurance
(1)
(2)
|
$
|
818,417
|
|
|
$
|
—
|
|
|
$
|
818,417
|
|
(Increase) decrease in unearned premiums
(2)
|
114,356
|
|
|
—
|
|
|
114,356
|
|
|||
Net premiums earned—insurance
|
932,773
|
|
|
—
|
|
|
932,773
|
|
|||
Services revenue
|
—
|
|
|
161,833
|
|
|
161,833
|
|
|||
Net investment income
|
127,248
|
|
|
—
|
|
|
127,248
|
|
|||
Other income
|
2,886
|
|
|
—
|
|
|
2,886
|
|
|||
Total
(3)
(4)
|
1,062,907
|
|
|
161,833
|
|
|
1,224,740
|
|
|||
|
|
|
|
|
|
||||||
Provision for losses
|
136,183
|
|
|
—
|
|
|
136,183
|
|
|||
Policy acquisition costs
|
24,277
|
|
|
—
|
|
|
24,277
|
|
|||
Cost of services
|
—
|
|
|
105,812
|
|
|
105,812
|
|
|||
Other operating expenses before corporate allocations
|
150,975
|
|
|
50,969
|
|
|
201,944
|
|
|||
Restructuring and other exit costs
(5)
|
—
|
|
|
6,828
|
|
|
6,828
|
|
|||
Total
(4)
|
311,435
|
|
|
163,609
|
|
|
475,044
|
|
|||
Adjusted pretax operating income (loss) before corporate allocations
|
751,472
|
|
|
(1,776
|
)
|
|
749,696
|
|
|||
Allocation of corporate operating expenses
|
55,441
|
|
|
14,319
|
|
|
69,760
|
|
|||
Allocation of interest expense
|
45,016
|
|
|
17,745
|
|
|
62,761
|
|
|||
Adjusted pretax operating income (loss)
|
$
|
651,015
|
|
|
$
|
(33,840
|
)
|
|
$
|
617,175
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
5,733,918
|
|
|
$
|
166,963
|
|
(6)
|
$
|
5,900,881
|
|
|
|
|
|
|
|
||||||
NIW (in millions)
|
$
|
53,905
|
|
|
|
|
|
(1)
|
Net of ceded premiums written under the QSR Transactions and the 2016 Single Premium QSR Transaction. See Note
8
for additional information.
|
(2)
|
Effective December 31, 2017, we amended the 2016 Single Premium QSR Transaction to increase the amount of ceded risk for performing loans under the agreement from
35%
to
65%
for the 2015 through 2017 vintages, resulting in a reduction of
$145.7 million
in net premiums written.
|
(3)
|
Excludes net gains on investments and other financial instruments of
$3.6 million
, not included in adjusted pretax operating income.
|
|
December 31, 2017
|
||||||
(In thousands)
|
Mortgage Insurance
|
|
Services
|
||||
Inter-segment revenues included in Services segment
|
$
|
—
|
|
|
$
|
6,730
|
|
Inter-segment expenses included in Mortgage Insurance segment
|
6,730
|
|
|
—
|
|
(5)
|
Primarily includes employee severance and related benefit costs. Does not include impairment of long-lived assets, which is not a component of adjusted pretax operating income.
|
(6)
|
The decrease in total assets for the Services segment at December 31, 2017, as compared to December 31, 2016, is primarily due to the impairment of goodwill and other intangible assets. See Note
7
for further details.
|
|
December 31, 2016
|
||||||||||
(In thousands)
|
Mortgage Insurance
|
|
Services
|
|
Total
|
||||||
Net premiums written—insurance
(1)
|
$
|
733,834
|
|
|
$
|
—
|
|
|
$
|
733,834
|
|
(Increase) decrease in unearned premiums
|
187,935
|
|
|
—
|
|
|
187,935
|
|
|||
Net premiums earned—insurance
|
921,769
|
|
|
—
|
|
|
921,769
|
|
|||
Services revenue
|
—
|
|
|
177,249
|
|
|
177,249
|
|
|||
Net investment income
|
113,466
|
|
|
—
|
|
|
113,466
|
|
|||
Other income
|
3,572
|
|
|
—
|
|
|
3,572
|
|
|||
Total
(2) (3)
|
1,038,807
|
|
|
177,249
|
|
|
1,216,056
|
|
|||
|
|
|
|
|
|
||||||
Provision for losses
|
204,175
|
|
|
—
|
|
|
204,175
|
|
|||
Policy acquisition costs
|
23,480
|
|
|
—
|
|
|
23,480
|
|
|||
Cost of services
|
—
|
|
|
115,369
|
|
|
115,369
|
|
|||
Other operating expenses before corporate allocations
|
140,624
|
|
|
55,815
|
|
|
196,439
|
|
|||
Total
(3)
|
368,279
|
|
|
171,184
|
|
|
539,463
|
|
|||
Adjusted pretax operating income (loss) before corporate allocations
|
670,528
|
|
|
6,065
|
|
|
676,593
|
|
|||
Allocation of corporate operating expenses
|
45,178
|
|
|
8,533
|
|
|
53,711
|
|
|||
Allocation of interest expense
|
63,439
|
|
|
17,693
|
|
|
81,132
|
|
|||
Adjusted pretax operating income (loss)
|
$
|
561,911
|
|
|
$
|
(20,161
|
)
|
|
$
|
541,750
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
5,506,338
|
|
|
$
|
356,836
|
|
|
$
|
5,863,174
|
|
|
|
|
|
|
|
||||||
NIW (in millions)
|
$
|
50,530
|
|
|
|
|
|
(1)
|
Net of ceded premiums written under the QSR Transactions and the 2016 Single Premium QSR Transaction. See Note
8
for additional information.
|
(2)
|
Excludes net gains on investments and other financial instruments of
$30.8 million
, not included in adjusted pretax operating income.
|
(3)
|
Includes inter-segment revenues and expenses as follows:
|
|
December 31, 2016
|
||||||
(In thousands)
|
Mortgage Insurance
|
|
Services
|
||||
Inter-segment revenues included in Services segment
|
$
|
—
|
|
|
$
|
8,355
|
|
Inter-segment expenses included in Mortgage Insurance segment
|
8,355
|
|
|
—
|
|
|
December 31, 2015
|
||||||||||
|
Mortgage Insurance
|
|
Services
|
|
Total
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
Net premiums written—insurance
(1)
|
$
|
968,505
|
|
|
$
|
—
|
|
|
$
|
968,505
|
|
(Increase) decrease in unearned premiums
|
(52,597
|
)
|
|
—
|
|
|
(52,597
|
)
|
|||
Net premiums earned—insurance
|
915,908
|
|
|
—
|
|
|
915,908
|
|
|||
Services revenue
|
—
|
|
|
163,140
|
|
|
163,140
|
|
|||
Net investment income
|
81,537
|
|
|
—
|
|
|
81,537
|
|
|||
Other income
|
2,899
|
|
|
—
|
|
|
2,899
|
|
|||
Total
(2) (3)
|
1,000,344
|
|
|
163,140
|
|
|
1,163,484
|
|
|||
|
|
|
|
|
|
||||||
Provision for losses
|
198,433
|
|
|
—
|
|
|
198,433
|
|
|||
Policy acquisition costs
|
22,424
|
|
|
—
|
|
|
22,424
|
|
|||
Cost of services
|
—
|
|
|
97,256
|
|
|
97,256
|
|
|||
Other operating expenses before corporate allocations
|
148,619
|
|
|
43,515
|
|
|
192,134
|
|
|||
Total
(3)
|
369,476
|
|
|
140,771
|
|
|
510,247
|
|
|||
Adjusted pretax operating income (loss) before corporate allocations
|
630,868
|
|
|
22,369
|
|
|
653,237
|
|
|||
Allocation of corporate operating expenses
|
46,418
|
|
|
4,823
|
|
|
51,241
|
|
|||
Allocation of interest expense
|
73,402
|
|
|
17,700
|
|
|
91,102
|
|
|||
Adjusted pretax operating income (loss)
|
$
|
511,048
|
|
|
$
|
(154
|
)
|
|
$
|
510,894
|
|
|
|
|
|
|
|
||||||
Total assets
|
5,290,422
|
|
|
351,678
|
|
|
5,642,100
|
|
|||
|
|
|
|
|
|
||||||
NIW (in millions)
|
$
|
41,411
|
|
|
|
|
|
(1)
|
Net of ceded premiums written under the QSR Transactions. See Note
8
for additional information.
|
(2)
|
Excludes net gains on investments and other financial instruments of
$35.7 million
, not included in adjusted pretax operating income.
|
(3)
|
Includes inter-segment revenues and expenses as follows:
|
|
December 31, 2015
|
||||||
(In thousands)
|
Mortgage Insurance
|
|
Services
|
||||
Inter-segment revenues included in Services segment
|
$
|
—
|
|
|
$
|
5,924
|
|
Inter-segment expenses included in Mortgage Insurance segment
|
5,924
|
|
|
—
|
|
|
December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Adjusted pretax operating income (loss):
|
|
|
|
|
|
||||||
Mortgage insurance
(1)
|
$
|
651,015
|
|
|
$
|
561,911
|
|
|
$
|
511,048
|
|
Services
(1)
|
(33,840
|
)
|
|
(20,161
|
)
|
|
(154
|
)
|
|||
Total adjusted pretax operating income
|
$
|
617,175
|
|
|
$
|
541,750
|
|
|
$
|
510,894
|
|
|
|
|
|
|
|
||||||
Net gains (losses) on investments and other financial instruments
|
3,621
|
|
|
30,751
|
|
|
35,693
|
|
|||
Loss on induced conversion and debt extinguishment
|
(51,469
|
)
|
|
(75,075
|
)
|
|
(94,207
|
)
|
|||
Acquisition-related expenses
(2)
|
(105
|
)
|
|
(519
|
)
|
|
(1,565
|
)
|
|||
Impairment of goodwill
|
(184,374
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization and impairment of other intangible assets
|
(27,671
|
)
|
|
(13,221
|
)
|
|
(12,986
|
)
|
|||
Impairment of other long-lived assets
(3)
|
(10,440
|
)
|
|
—
|
|
|
—
|
|
|||
Consolidated pretax income from continuing operations
|
$
|
346,737
|
|
|
$
|
483,686
|
|
|
$
|
437,829
|
|
(1)
|
Includes inter-segment expenses and revenues as listed in the notes to the preceding tables.
|
(2)
|
Acquisition-related expenses represent expenses incurred to effect the acquisition of a business, net of adjustments to accruals previously recorded for acquisition expenses.
|
(3)
|
Included within restructuring and other exit costs. See Note 2.
|
|
December 31, 2017
|
|
||||||||||
(In thousands)
|
Level I
|
|
Level II
|
|
Total
|
|
||||||
Assets at Fair Value
|
|
|
|
|
|
|
||||||
Investment Portfolio:
|
|
|
|
|
|
|
||||||
U.S. government and agency securities
|
$
|
124,969
|
|
|
$
|
8,023
|
|
|
$
|
132,992
|
|
|
State and municipal obligations
|
—
|
|
|
386,111
|
|
|
386,111
|
|
|
|||
Money market instruments
|
213,357
|
|
|
—
|
|
|
213,357
|
|
|
|||
Corporate bonds and notes
|
—
|
|
|
2,304,017
|
|
|
2,304,017
|
|
|
|||
RMBS
|
—
|
|
|
216,749
|
|
|
216,749
|
|
|
|||
CMBS
|
—
|
|
|
503,955
|
|
|
503,955
|
|
|
|||
Other ABS
|
—
|
|
|
676,158
|
|
|
676,158
|
|
|
|||
Foreign government and agency securities
|
—
|
|
|
36,448
|
|
|
36,448
|
|
|
|||
Equity securities
|
175,205
|
|
|
860
|
|
|
176,065
|
|
|
|||
Other investments
(1)
|
—
|
|
|
25,720
|
|
|
25,720
|
|
|
|||
Total Investments at Fair Value
(2)
|
513,531
|
|
|
4,158,041
|
|
|
4,671,572
|
|
(3)
|
|||
Total Assets at Fair Value
|
$
|
513,531
|
|
|
$
|
4,158,041
|
|
|
$
|
4,671,572
|
|
(3)
|
(1)
|
Comprising short-term certificates of deposit and commercial paper.
|
(2)
|
Does not include certain other invested assets (
$0.3 million
), primarily invested in limited partnerships, accounted for as cost-method investments and not measured at fair value. Includes cash collateral held under securities lending agreements (
$19.4 million
) reinvested in money market instruments.
|
(3)
|
Includes
$28.0 million
of securities loaned to third-party Borrowers under securities lending agreements, classified as other assets in our consolidated balance sheets. See Note
6
for more information.
|
|
December 31, 2016
|
||||||||||||||
(In thousands)
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets at Fair Value
|
|
|
|
|
|
|
|
||||||||
Investment Portfolio:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
237,479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
237,479
|
|
State and municipal obligations
|
—
|
|
|
358,536
|
|
|
—
|
|
|
358,536
|
|
||||
Money market instruments
|
431,472
|
|
|
—
|
|
|
—
|
|
|
431,472
|
|
||||
Corporate bonds and notes
|
—
|
|
|
2,024,205
|
|
|
—
|
|
|
2,024,205
|
|
||||
RMBS
|
—
|
|
|
388,842
|
|
|
—
|
|
|
388,842
|
|
||||
CMBS
|
—
|
|
|
507,273
|
|
|
—
|
|
|
507,273
|
|
||||
Other ABS
|
—
|
|
|
450,128
|
|
|
—
|
|
|
450,128
|
|
||||
Foreign government and agency securities
|
—
|
|
|
32,807
|
|
|
—
|
|
|
32,807
|
|
||||
Equity securities
|
—
|
|
|
830
|
|
|
500
|
|
|
1,330
|
|
||||
Other investments
(1)
|
—
|
|
|
28,663
|
|
|
500
|
|
|
29,163
|
|
||||
Total Investments at Fair Value
(2)
|
668,951
|
|
|
3,791,284
|
|
|
1,000
|
|
|
4,461,235
|
|
||||
Total Assets at Fair Value
|
$
|
668,951
|
|
|
$
|
3,791,284
|
|
|
$
|
1,000
|
|
|
$
|
4,461,235
|
|
(1)
|
Comprising short-term certificates of deposit and commercial paper.
|
(2)
|
Does not include certain other invested assets (
$1.2 million
), primarily invested in limited partnerships, accounted for as cost-method investments and not measured at fair value.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(In thousands)
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Other invested assets
|
$
|
334
|
|
|
$
|
3,226
|
|
|
$
|
1,195
|
|
|
$
|
3,789
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
1,027,074
|
|
|
1,093,934
|
|
|
1,069,537
|
|
|
1,214,471
|
|
|
December 31, 2017
|
||||||||||||||
(In thousands)
|
Amortized
Cost
|
|
Fair Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
||||||||
Fixed-maturities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
69,668
|
|
|
$
|
69,396
|
|
|
$
|
96
|
|
|
$
|
367
|
|
State and municipal obligations
|
156,587
|
|
|
161,722
|
|
|
5,834
|
|
|
699
|
|
||||
Corporate bonds and notes
|
1,869,318
|
|
|
1,894,886
|
|
|
33,620
|
|
|
8,052
|
|
||||
RMBS
|
189,455
|
|
|
187,229
|
|
|
636
|
|
|
2,862
|
|
||||
CMBS
|
451,595
|
|
|
453,394
|
|
|
3,409
|
|
|
1,610
|
|
||||
Other ABS
|
672,715
|
|
|
674,548
|
|
|
2,655
|
|
|
822
|
|
||||
Foreign government and agency securities
|
31,416
|
|
|
32,207
|
|
|
823
|
|
|
33
|
|
||||
Total fixed-maturities available for sale
|
3,440,754
|
|
|
3,473,382
|
|
(1)
|
47,073
|
|
|
14,445
|
|
||||
Equity securities available for sale
(2)
|
176,349
|
|
|
176,065
|
|
(1)
|
1,705
|
|
|
1,989
|
|
||||
Total debt and equity securities
|
$
|
3,617,103
|
|
|
$
|
3,649,447
|
|
|
$
|
48,778
|
|
|
$
|
16,434
|
|
(1)
|
Includes
$14.7 million
and
$13.2 million
of fixed maturities and equity securities, respectively, of securities loaned to third-party Borrowers under securities lending agreements, classified as other assets in our consolidated balance sheets, as further described below.
|
(2)
|
Primarily consists of investments in fixed-income and equity exchange-traded funds and publicly-traded business development company equities.
|
|
December 31, 2016
|
||||||||||||||
(In thousands)
|
Amortized
Cost
|
|
Fair Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
||||||||
Fixed-maturities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
$
|
78,931
|
|
|
$
|
75,474
|
|
|
$
|
2
|
|
|
$
|
3,459
|
|
State and municipal obligations
|
66,124
|
|
|
67,171
|
|
|
1,868
|
|
|
821
|
|
||||
Corporate bonds and notes
|
1,463,720
|
|
|
1,455,628
|
|
|
14,320
|
|
|
22,412
|
|
||||
RMBS
|
358,262
|
|
|
350,628
|
|
|
197
|
|
|
7,831
|
|
||||
CMBS
|
429,057
|
|
|
428,289
|
|
|
2,255
|
|
|
3,023
|
|
||||
Other ABS
|
433,603
|
|
|
434,728
|
|
|
2,037
|
|
|
912
|
|
||||
Foreign government and agency securities
|
24,771
|
|
|
24,594
|
|
|
148
|
|
|
325
|
|
||||
Other investments
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
||||
Total fixed-maturities available for sale
|
2,856,468
|
|
|
2,838,512
|
|
|
20,827
|
|
|
38,783
|
|
||||
Equity securities available for sale
(1)
|
1,330
|
|
|
1,330
|
|
|
—
|
|
|
—
|
|
||||
Total debt and equity securities
|
$
|
2,857,798
|
|
|
$
|
2,839,842
|
|
|
$
|
20,827
|
|
|
$
|
38,783
|
|
(1)
|
Primarily consists of investments in Federal Home Loan Bank stock as required in connection with the memberships of Radian Guaranty and Radian Reinsurance in the FHLB.
|
|
|
December 31, 2017
|
|||||||||||||||||||||||||||||||
($ in thousands)
Description of Securities
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|||||||||||||||||||||||||||
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||||||
U.S. government and agency securities
|
|
6
|
|
|
$
|
23,309
|
|
|
$
|
129
|
|
|
3
|
|
|
$
|
9,799
|
|
|
$
|
238
|
|
|
9
|
|
|
$
|
33,108
|
|
|
$
|
367
|
|
State and municipal obligations
|
|
21
|
|
|
65,898
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
65,898
|
|
|
699
|
|
||||||
Corporate bonds and notes
|
|
152
|
|
|
672,318
|
|
|
4,601
|
|
|
32
|
|
|
139,105
|
|
|
3,451
|
|
|
184
|
|
|
811,423
|
|
|
8,052
|
|
||||||
RMBS
|
|
8
|
|
|
19,943
|
|
|
204
|
|
|
26
|
|
|
101,812
|
|
|
2,658
|
|
|
34
|
|
|
121,755
|
|
|
2,862
|
|
||||||
CMBS
|
|
35
|
|
|
139,353
|
|
|
1,395
|
|
|
4
|
|
|
3,518
|
|
|
215
|
|
|
39
|
|
|
142,871
|
|
|
1,610
|
|
||||||
Other ABS
|
|
92
|
|
|
260,864
|
|
|
777
|
|
|
7
|
|
|
8,297
|
|
|
45
|
|
|
99
|
|
|
269,161
|
|
|
822
|
|
||||||
Foreign government and agency securities
|
|
5
|
|
|
7,397
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
7,397
|
|
|
33
|
|
||||||
Equity securities
|
|
13
|
|
|
149,785
|
|
|
1,989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
149,785
|
|
|
1,989
|
|
||||||
Total
|
|
332
|
|
|
$
|
1,338,867
|
|
|
$
|
9,827
|
|
|
72
|
|
|
$
|
262,531
|
|
|
$
|
6,607
|
|
|
404
|
|
|
$
|
1,601,398
|
|
|
$
|
16,434
|
|
|
|
December 31, 2016
|
|||||||||||||||||||||||||||||||
($ in thousands)
Description of Securities |
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
|||||||||||||||||||||||||||
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|
# of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||||||
U.S. government and agency securities
|
|
7
|
|
|
$
|
73,160
|
|
|
$
|
3,459
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
7
|
|
|
$
|
73,160
|
|
|
$
|
3,459
|
|
State and municipal obligations
|
|
7
|
|
|
30,901
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
30,901
|
|
|
821
|
|
||||||
Corporate bonds and notes
|
|
185
|
|
|
788,876
|
|
|
22,135
|
|
|
2
|
|
|
4,582
|
|
|
277
|
|
|
187
|
|
|
793,458
|
|
|
22,412
|
|
||||||
RMBS
|
|
56
|
|
|
311,031
|
|
|
7,822
|
|
|
1
|
|
|
1,398
|
|
|
9
|
|
|
57
|
|
|
312,429
|
|
|
7,831
|
|
||||||
CMBS
|
|
37
|
|
|
218,170
|
|
|
2,909
|
|
|
2
|
|
|
6,585
|
|
|
114
|
|
|
39
|
|
|
224,755
|
|
|
3,023
|
|
||||||
Other ABS
|
|
58
|
|
|
131,268
|
|
|
470
|
|
|
16
|
|
|
45,886
|
|
|
442
|
|
|
74
|
|
|
177,154
|
|
|
912
|
|
||||||
Foreign government and agency securities
|
|
12
|
|
|
13,034
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
13,034
|
|
|
325
|
|
||||||
Total
|
|
362
|
|
|
$
|
1,566,440
|
|
|
$
|
37,941
|
|
|
21
|
|
|
$
|
58,451
|
|
|
$
|
842
|
|
|
383
|
|
|
$
|
1,624,891
|
|
|
$
|
38,783
|
|
|
December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Trading securities:
|
|
|
|
||||
U.S. government and agency securities
|
$
|
—
|
|
|
$
|
33,042
|
|
State and municipal obligations
|
214,841
|
|
|
259,573
|
|
||
Corporate bonds and notes
|
307,271
|
|
|
453,617
|
|
||
RMBS
|
29,520
|
|
|
38,214
|
|
||
CMBS
|
50,561
|
|
|
78,984
|
|
||
Other ABS
|
—
|
|
|
8,219
|
|
||
Foreign government and agency securities
|
4,241
|
|
|
8,213
|
|
||
Total
|
$
|
606,434
|
|
(1)
|
$
|
879,862
|
|
(1)
|
Includes a de minimis amount of loaned securities under securities lending agreements that are classified as other assets in our consolidated balance sheets, as further described below.
|
(In thousands)
|
December 31, 2017
|
||
Loaned securities:
(1)
|
|
||
Corporate bonds and notes
|
$
|
13,862
|
|
Foreign government and agency securities
|
867
|
|
|
Equity securities
|
13,235
|
|
|
Total loaned securities, at fair value
|
$
|
27,964
|
|
|
|
||
Total loaned securities, at amortized cost
|
$
|
27,846
|
|
Securities collateral on deposit from Borrowers
(2)
|
9,342
|
|
|
Reinvested cash collateral, at estimated fair value
(3)
|
19,357
|
|
(1)
|
Our securities loaned under securities lending agreements are included at fair value within other assets on our consolidated balance sheets. All of our securities lending agreements are classified as overnight and revolving.
None
of the amounts are subject to offsetting.
|
(2)
|
Securities collateral on deposit with us from Borrowers may not be transferred or re-pledged unless the Borrower is in default, and is therefore not reflected in our consolidated financial statements.
|
(3)
|
All cash collateral received has been reinvested in accordance with the securities lending agreements and is included in short-term investments. Amounts payable on the return of cash collateral under securities lending agreements are included within other liabilities on our consolidated balance sheets.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Investment income:
|
|
|
|
|
|
||||||
Fixed-maturities
|
$
|
122,890
|
|
|
$
|
115,880
|
|
|
$
|
81,127
|
|
Equity securities
|
4,318
|
|
|
86
|
|
|
4,539
|
|
|||
Short-term investments
|
5,453
|
|
|
3,086
|
|
|
745
|
|
|||
Other
|
987
|
|
|
1,161
|
|
|
600
|
|
|||
Gross investment income
|
133,648
|
|
|
120,213
|
|
|
87,011
|
|
|||
Investment expenses
|
(6,400
|
)
|
|
(6,747
|
)
|
|
(5,474
|
)
|
|||
Net investment income
|
$
|
127,248
|
|
|
$
|
113,466
|
|
|
$
|
81,537
|
|
|
Year Ended December 31,
|
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|
||||||
Net realized gains (losses) on investments:
|
|
|
|
|
|
|
||||||
Fixed-maturities available for sale
(1)
|
$
|
(3,014
|
)
|
|
$
|
4,160
|
|
|
$
|
(1,176
|
)
|
|
Equities available for sale
(2)
|
368
|
|
|
(170
|
)
|
|
69,150
|
|
(3)
|
|||
Trading securities
|
(5,995
|
)
|
|
(237
|
)
|
|
(9,231
|
)
|
|
|||
Short-term investments
|
(16
|
)
|
|
(135
|
)
|
|
(24
|
)
|
|
|||
Other invested assets
|
22
|
|
|
631
|
|
|
3,267
|
|
|
|||
Other gains (losses)
|
32
|
|
|
64
|
|
|
110
|
|
|
|||
Net realized gains (losses) on investments
|
(8,603
|
)
|
|
4,313
|
|
|
62,096
|
|
|
|||
Other-than-temporary impairment losses
|
(1,420
|
)
|
|
(526
|
)
|
|
—
|
|
|
|||
Unrealized gains (losses) on trading securities
|
13,230
|
|
|
27,217
|
|
|
(27,015
|
)
|
|
|||
Total net gains (losses) on investments
|
3,207
|
|
|
31,004
|
|
|
35,081
|
|
|
|||
Net gains (losses) on other financial instruments
|
414
|
|
|
(253
|
)
|
|
612
|
|
|
|||
Net gains (losses) on investments and other financial instruments
|
$
|
3,621
|
|
|
$
|
30,751
|
|
|
$
|
35,693
|
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Gross investment gains from sales and redemptions
|
$
|
6,052
|
|
|
$
|
10,326
|
|
|
$
|
64
|
|
Gross investment losses from sales and redemptions
|
(9,066
|
)
|
|
(6,166
|
)
|
|
(1,240
|
)
|
(2)
|
Net realized gains (losses) on equities available for sale is equal to the gross amount of gains and losses, respectively, realized for those periods.
|
(3)
|
During the second quarter of 2015, we sold equity securities in our portfolio and reinvested the proceeds in assets that qualify as PMIERs-compliant Available Assets, recognizing pretax gains of
$69.2 million
.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Fixed-maturities:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period, net of tax
|
$
|
32,147
|
|
|
$
|
8,822
|
|
|
$
|
(24,246
|
)
|
Less reclassification adjustment for net gains (losses) included in net income (loss), net of tax
|
(2,556
|
)
|
|
2,361
|
|
|
(764
|
)
|
|||
Net unrealized gains (losses) on investments, net of tax
|
$
|
34,703
|
|
|
$
|
6,461
|
|
|
$
|
(23,482
|
)
|
|
|
|
|
|
|
||||||
Equities:
|
|
|
|
|
|
|
|
|
|||
Unrealized holding gains (losses) arising during the period, net of tax
|
$
|
(244
|
)
|
|
$
|
(40
|
)
|
|
$
|
1,673
|
|
Less reclassification adjustment for net gains (losses) included in net income (loss), net of tax
|
(86
|
)
|
|
(110
|
)
|
|
44,947
|
|
|||
Net unrealized gains (losses) on investments, net of tax
|
$
|
(158
|
)
|
|
$
|
70
|
|
|
$
|
(43,274
|
)
|
|
December 31, 2017
|
||||||
(In thousands)
|
Amortized
Cost |
|
Fair
Value |
||||
Due in one year or less
|
$
|
36,688
|
|
|
$
|
36,645
|
|
Due after one year through five years
(1)
|
705,484
|
|
|
705,958
|
|
||
Due after five years through ten years
(1)
|
1,023,844
|
|
|
1,029,896
|
|
||
Due after ten years
(1)
|
360,973
|
|
|
385,712
|
|
||
RMBS
(2)
|
189,455
|
|
|
187,229
|
|
||
CMBS
(2)
|
451,595
|
|
|
453,394
|
|
||
Other ABS
(2)
|
672,715
|
|
|
674,548
|
|
||
Total
(3)
|
$
|
3,440,754
|
|
|
$
|
3,473,382
|
|
(1)
|
Actual maturities may differ as a result of calls before scheduled maturity.
|
(2)
|
RMBS, CMBS, and Other ABS are shown separately, as they are not due at a single maturity date.
|
(3)
|
Includes securities loaned under securities lending agreements.
|
(In thousands)
|
Goodwill
|
|
Accumulated Impairment Losses
|
|
Net
|
||||||
Balance at December 31, 2015
|
$
|
197,265
|
|
|
$
|
(2,095
|
)
|
|
$
|
195,170
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
—
|
|
|||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2016
|
197,265
|
|
|
(2,095
|
)
|
|
195,170
|
|
|||
Goodwill acquired
|
126
|
|
|
—
|
|
|
126
|
|
|||
Impairment losses
|
—
|
|
|
(184,374
|
)
|
|
(184,374
|
)
|
|||
Balance at December 31, 2017
|
$
|
197,391
|
|
|
$
|
(186,469
|
)
|
|
$
|
10,922
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Client relationships
(1)
|
$
|
82,530
|
|
|
$
|
(41,596
|
)
|
|
$
|
40,934
|
|
Technology
(2)
|
15,250
|
|
|
(8,922
|
)
|
|
6,328
|
|
|||
Trade name and trademarks
|
8,340
|
|
|
(3,003
|
)
|
|
5,337
|
|
|||
Client backlog
|
6,680
|
|
|
(6,006
|
)
|
|
674
|
|
|||
Non-competition agreements
|
185
|
|
|
(168
|
)
|
|
17
|
|
|||
Total
|
$
|
112,985
|
|
|
$
|
(59,695
|
)
|
|
$
|
53,290
|
|
(1)
|
Includes an impairment charge of
$14.9 million
.
|
(2)
|
Includes an impairment charge of
$0.9 million
.
|
|
December 31, 2016
|
||||||||||
(In thousands)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Client relationships
|
$
|
83,316
|
|
|
$
|
(19,696
|
)
|
|
$
|
63,620
|
|
Technology
|
15,250
|
|
|
(5,497
|
)
|
|
9,753
|
|
|||
Trade name and trademarks
|
8,340
|
|
|
(2,125
|
)
|
|
6,215
|
|
|||
Client backlog
|
6,680
|
|
|
(5,235
|
)
|
|
1,445
|
|
|||
Non-competition agreements
|
185
|
|
|
(160
|
)
|
|
25
|
|
|||
Total
|
$
|
113,771
|
|
|
$
|
(32,713
|
)
|
|
$
|
81,058
|
|
|
Estimated Useful Life
|
||
Client relationships
|
3 years
|
-
|
15 years
|
Technology
|
3 years
|
-
|
8 years
|
Trade name and trademarks
|
6 years
|
-
|
10 years
|
Client backlog
|
3 years
|
-
|
5 years
|
Non-competition agreements
|
2 years
|
-
|
3 years
|
(In thousands)
|
|
||
2018
|
$
|
10,316
|
|
2019
|
8,790
|
|
|
2020
|
7,412
|
|
|
2021
|
5,833
|
|
|
2022
|
5,081
|
|
|
Thereafter
|
15,858
|
|
|
Total
|
$
|
53,290
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net premiums written—insurance:
|
|
|
|
|
|
||||||
Direct
|
$
|
1,032,735
|
|
|
$
|
1,000,111
|
|
|
$
|
1,009,409
|
|
Assumed
|
25
|
|
|
29
|
|
|
104
|
|
|||
Ceded
(1)
|
(214,343
|
)
|
|
(266,306
|
)
|
|
(41,008
|
)
|
|||
Net premiums written—insurance
|
$
|
818,417
|
|
|
$
|
733,834
|
|
|
$
|
968,505
|
|
Net premiums earned—insurance:
|
|
|
|
|
|
||||||
Direct
|
$
|
990,016
|
|
|
$
|
999,093
|
|
|
$
|
973,645
|
|
Assumed
|
28
|
|
|
35
|
|
|
43
|
|
|||
Ceded
(1)
|
(57,271
|
)
|
|
(77,359
|
)
|
|
(57,780
|
)
|
|||
Net premiums earned—insurance
|
$
|
932,773
|
|
|
$
|
921,769
|
|
|
$
|
915,908
|
|
(1)
|
Net of profit commission.
|
•
|
20%
of its existing performing Single Premium Policies written between January 1, 2012 and March 31, 2013;
|
•
|
35%
of its existing performing Single Premium Policies written between April 1, 2013 and December 31, 2015; and
|
•
|
35%
of its Single Premium NIW from January 1, 2016 to December 31, 2017, subject to a limitation on ceded premiums written equal to
$195 million
for policies issued between January 1, 2016 and December 31, 2017.
|
|
QSR Transactions
|
|
2016 Single Premium QSR Transaction
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Ceded premiums written
(1)
|
$
|
19,356
|
|
|
$
|
28,097
|
|
|
$
|
30,213
|
|
|
$
|
193,517
|
|
|
$
|
233,206
|
|
|
$
|
—
|
|
Ceded premiums earned
(1)
|
28,503
|
|
|
42,515
|
|
|
46,975
|
|
|
27,284
|
|
|
29,808
|
|
|
—
|
|
||||||
Ceding commissions written
|
5,536
|
|
|
8,019
|
|
|
11,443
|
|
|
55,333
|
|
|
66,153
|
|
|
—
|
|
||||||
Ceding commissions earned
(2)
|
13,122
|
|
|
16,573
|
|
|
14,453
|
|
|
13,774
|
|
|
15,303
|
|
|
—
|
|
||||||
Ceded losses, net
|
771
|
|
|
1,858
|
|
|
1,187
|
|
|
2,490
|
|
|
2,262
|
|
|
—
|
|
(1)
|
Net of profit commission.
|
(2)
|
Includes amounts reported in policy acquisition costs and other operating expenses.
|
|
December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Deposit with the IRS (Note 10)
|
$
|
88,557
|
|
|
$
|
88,557
|
|
Property and equipment
(1) (2)
|
87,042
|
|
|
70,665
|
|
||
Company-owned life insurance
|
85,862
|
|
|
83,248
|
|
||
Loaned securities (Note 6)
|
27,964
|
|
|
—
|
|
||
Accrued investment income
|
31,389
|
|
|
29,255
|
|
||
Deferred policy acquisition costs
|
16,987
|
|
|
14,127
|
|
||
Reinsurance recoverables
|
8,492
|
|
|
7,368
|
|
||
Other
|
61,556
|
|
|
50,615
|
|
||
Total other assets
|
$
|
407,849
|
|
|
$
|
343,835
|
|
(1)
|
Property and equipment at cost, less accumulated depreciation of
$106.0 million
and
$118.5 million
at December 31, 2017
and
2016
, respectively. Depreciation expense was
$17.4 million
,
$11.7 million
and
$6.7 million
for the years ended
December 31, 2017
,
2016
and
2015
respectively.
|
(2)
|
Includes
$44.0 million
and
$49.7 million
at
December 31, 2017
and
2016
, respectively, related to our technology upgrade project and
$15.5 million
at
December 31, 2017
of leasehold improvements related to our new corporate headquarters.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Current provision
|
$
|
59,122
|
|
|
$
|
4,546
|
|
|
$
|
120
|
|
Deferred provision
|
166,527
|
|
|
170,887
|
|
|
156,170
|
|
|||
Total income tax provision
|
$
|
225,649
|
|
|
$
|
175,433
|
|
|
$
|
156,290
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Provision for income taxes computed at the statutory tax rate
|
$
|
121,358
|
|
|
$
|
169,290
|
|
|
$
|
153,240
|
|
Change in tax resulting from:
|
|
|
|
|
|
|
|
|
|||
Repurchase premium on convertible notes
|
(96
|
)
|
|
9,988
|
|
|
(6,674
|
)
|
|||
State tax (benefit)
|
(15,641
|
)
|
|
(8,974
|
)
|
|
(7,619
|
)
|
|||
Valuation allowance
|
18,197
|
|
|
10,663
|
|
|
11,931
|
|
|||
Remeasurement of net deferred tax assets due to the TCJA
|
102,617
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(786
|
)
|
|
(5,534
|
)
|
|
5,412
|
|
|||
Provision for income taxes
|
$
|
225,649
|
|
|
$
|
175,433
|
|
|
$
|
156,290
|
|
|
December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
30,267
|
|
|
$
|
41,219
|
|
Unearned premiums
|
35,035
|
|
|
67,538
|
|
||
NOL
|
—
|
|
|
179,128
|
|
||
Net unrealized loss on investments
|
—
|
|
|
6,285
|
|
||
State income taxes
|
68,577
|
|
|
51,875
|
|
||
Partnership investments
|
47,991
|
|
|
73,918
|
|
||
Loss reserves
|
1,397
|
|
|
3,801
|
|
||
Alternative minimum tax credit carryforward
|
57,086
|
|
|
7,367
|
|
||
Goodwill and Intangibles
|
36,947
|
|
|
—
|
|
||
Other
|
41,499
|
|
|
49,511
|
|
||
Total deferred tax assets
|
318,799
|
|
|
480,642
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Convertible and other long-term debt
|
—
|
|
|
2,212
|
|
||
Differences in fair value of financial instruments
|
3,833
|
|
|
1,758
|
|
||
Net unrealized gain on investments
|
6,792
|
|
|
—
|
|
||
Depreciation
|
11,138
|
|
|
10,626
|
|
||
Goodwill and Intangibles
|
—
|
|
|
4,758
|
|
||
Other
|
2,446
|
|
|
2,598
|
|
||
Total deferred tax liabilities
|
24,209
|
|
|
21,952
|
|
||
Less:
Valuation allowance
|
65,023
|
|
|
46,892
|
|
||
Net deferred tax asset
|
$
|
229,567
|
|
|
$
|
411,798
|
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
123,028
|
|
|
$
|
124,246
|
|
Tax positions related to the current year:
|
|
|
|
||||
Increases
|
2,343
|
|
|
1,203
|
|
||
Decreases
|
—
|
|
|
(1,835
|
)
|
||
Tax positions related to prior years:
|
|
|
|
||||
Increases
|
24,122
|
|
|
22,389
|
|
||
Decreases
|
(1,437
|
)
|
|
(1,406
|
)
|
||
Lapses of applicable statute of limitation
|
(24,105
|
)
|
|
(21,569
|
)
|
||
Balance at end of period
|
$
|
123,951
|
|
|
$
|
123,028
|
|
U.S. Federal Corporation Income Tax
(1)
|
2000 - 2007, 2014 - 2016
|
Significant State and Local Jurisdictions
(2)
|
2000 - 2016
|
(1)
|
For the 2000 through 2007 calendar tax years, we petitioned the U.S. Tax Court to litigate the IRS Notices of Deficiency resulting from the examination of our 2000 through 2007 consolidated federal income tax returns. This litigation relates to the recognition of certain tax benefits associated with our investment in a portfolio of non-economic REMIC residual interests.
|
(2)
|
California, Florida, Georgia, New York, Ohio, Pennsylvania and New York City.
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Reserves for losses by category:
|
|
|
|
||||
Prime
|
$
|
285,022
|
|
|
$
|
379,845
|
|
Alt-A and A minus and below
|
170,873
|
|
|
249,659
|
|
||
IBNR and other
(1)
|
16,021
|
|
|
71,107
|
|
||
LAE
|
13,349
|
|
|
18,630
|
|
||
Reinsurance recoverable
(2)
|
8,315
|
|
|
6,816
|
|
||
Total primary reserves
|
493,580
|
|
|
726,057
|
|
||
Pool
|
12,794
|
|
|
31,853
|
|
||
IBNR and other
|
278
|
|
|
673
|
|
||
LAE
|
356
|
|
|
932
|
|
||
Reinsurance recoverable
(2)
|
35
|
|
|
35
|
|
||
Total pool reserves
|
13,463
|
|
|
33,493
|
|
||
Total First-lien reserves
|
507,043
|
|
|
759,550
|
|
||
Other
(3)
|
545
|
|
|
719
|
|
||
Total reserve for losses
|
$
|
507,588
|
|
|
$
|
760,269
|
|
(1)
|
At December 31, 2016, primarily related to expected payments under the Freddie Mac Agreement. During the third quarter of 2017, the scheduled final settlement date under the Freddie Mac Agreement occurred and therefore, except for loans with loss mitigation and claims activity already in process, most of the loans subject to the Freddie Mac Agreement were removed from RIF and IIF because the insurance no longer remains in force. See
“
—Agreements
—Freddie Mac Agreement,”
below for additional information.
|
(2)
|
Represents ceded losses on captive reinsurance transactions, the QSR Transactions and the 2016 Single Premium QSR Transaction.
|
(3)
|
Does not include our second-lien mortgage loan PDR that is included in other liabilities.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1,
|
$
|
760,269
|
|
|
$
|
976,399
|
|
|
$
|
1,560,032
|
|
Less: Reinsurance recoverables
(1)
|
6,851
|
|
|
8,286
|
|
|
26,665
|
|
|||
Balance at January 1, net of reinsurance recoverables
|
753,418
|
|
|
968,113
|
|
|
1,533,367
|
|
|||
Add: Losses and LAE incurred in respect of default notices reported and unreported in:
|
|
|
|
|
|
||||||
Current year
(2)
|
185,486
|
|
|
206,383
|
|
|
229,061
|
|
|||
Prior years
|
(49,286
|
)
|
|
(3,516
|
)
|
|
(29,647
|
)
|
|||
Total incurred
|
136,200
|
|
|
202,867
|
|
|
199,414
|
|
|||
Deduct: Paid claims and LAE related to:
|
|
|
|
|
|
||||||
Current year
(2)
|
25,011
|
|
|
11,410
|
|
|
10,837
|
|
|||
Prior years
|
365,369
|
|
|
406,152
|
|
|
753,831
|
|
|||
Total paid
|
390,380
|
|
(3)
|
417,562
|
|
|
764,668
|
|
|||
Balance at end of period, net of reinsurance recoverables
|
499,238
|
|
|
753,418
|
|
|
968,113
|
|
|||
Add: reinsurance recoverables
(1)
|
8,350
|
|
|
6,851
|
|
|
8,286
|
|
|||
Balance at December 31,
|
$
|
507,588
|
|
|
$
|
760,269
|
|
|
$
|
976,399
|
|
(1)
|
Related to ceded losses recoverable, if any, on captive reinsurance transactions, the QSR Transactions and the 2016 Single Premium QSR Transaction. See Note
8
for additional information.
|
(2)
|
Related to underlying defaulted loans with a most recent default notice dated in the year indicated. For example, if a loan had defaulted in a prior year, but then subsequently cured and later re-defaulted in the current year, that default would be considered a current year default. For 2017, includes payments made on pool commutations, in some cases for loans not previously in default.
|
(3)
|
Includes the payment of
$54.8 million
made in connection with the scheduled settlement of the Freddie Mac Agreement in the third quarter of 2017.
|
|
Incurred Losses, Net of Reinsurance
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|
As of December 31, 2017
|
||||||||||||||||||||||||||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
Total of IBNR Liabilities Plus Expected Development on Reported Claims (1)
|
|
Cumulative Number of Reported Defaults (2)
|
||||||||||||||||||||||||
|
Unaudited
|
|
|
|
|||||||||||||||||||||||||||||||||
Default Year
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
|
|
|||||||||||||||||||||||||
2008
|
$
|
1,957,510
|
|
$
|
1,715,144
|
|
$
|
1,969,581
|
|
$
|
2,009,551
|
|
$
|
2,018,794
|
|
$
|
2,074,295
|
|
$
|
2,088,719
|
|
$
|
2,110,922
|
|
$
|
2,115,083
|
|
$
|
2,122,647
|
|
|
$
|
2,370
|
|
|
215,837
|
|
2009
|
|
1,671,239
|
|
1,894,783
|
|
1,930,263
|
|
1,939,479
|
|
1,974,568
|
|
1,991,796
|
|
2,016,412
|
|
2,018,907
|
|
2,022,629
|
|
|
1,535
|
|
|
213,836
|
|
||||||||||||
2010
|
|
|
1,102,856
|
|
1,215,136
|
|
1,192,482
|
|
1,195,056
|
|
1,207,774
|
|
1,220,289
|
|
1,218,264
|
|
1,219,469
|
|
|
958
|
|
|
146,324
|
|
|||||||||||||
2011
|
|
|
|
1,058,625
|
|
1,152,016
|
|
1,052,277
|
|
1,050,555
|
|
1,062,579
|
|
1,061,161
|
|
1,059,116
|
|
|
904
|
|
|
118,972
|
|
||||||||||||||
2012
|
|
|
|
|
803,831
|
|
763,969
|
|
711,213
|
|
720,502
|
|
715,646
|
|
714,783
|
|
|
756
|
|
|
89,845
|
|
|||||||||||||||
2013
|
|
|
|
|
|
505,732
|
|
405,334
|
|
401,444
|
|
404,333
|
|
402,259
|
|
|
653
|
|
|
71,749
|
|
||||||||||||||||
2014
|
|
|
|
|
|
|
337,784
|
|
247,074
|
|
265,891
|
|
264,620
|
|
|
776
|
|
|
58,215
|
|
|||||||||||||||||
2015
|
|
|
|
|
|
|
|
222,555
|
|
198,186
|
|
178,042
|
|
|
874
|
|
|
49,825
|
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
201,016
|
|
165,440
|
|
|
2,185
|
|
|
46,264
|
|
|||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
180,851
|
|
|
2,672
|
|
|
47,283
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,329,856
|
|
|
|
|
|
|
|
(1)
|
Represents reserves as of
December 31, 2017
related to IBNR liabilities.
|
(2)
|
Represents total number of new default notices received in each calendar year as compiled monthly based on reports received from loan servicers. As reflected in our Default to Claim Rate assumptions, a significant portion of reported defaults generally do not result in a claim. In certain instances, a defaulted loan may cure, and then re-default in a later period. Consistent with our reserving practice, each new event of default is treated as a unique occurrence and therefore certain loans that cure and re-default may be included as a reported default in multiple periods. Included in this amount for the year ended December 31, 2017 and December 31, 2016 are
8,862
and
3,852
notices, respectively, of new primary defaults related to the FEMA Designated Areas associated with Hurricanes Harvey and Irma.
|
|
Cumulative Paid Claims, Net of Reinsurance
|
|||||||||||||||||||||||||||||
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Unaudited
|
|
||||||||||||||||||||||||||||
Default Year
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||||||||||
2008
|
$
|
189,458
|
|
$
|
740,578
|
|
$
|
1,297,867
|
|
$
|
1,635,069
|
|
$
|
1,744,559
|
|
$
|
1,872,804
|
|
$
|
1,932,283
|
|
$
|
2,022,019
|
|
$
|
2,051,495
|
|
$
|
2,088,124
|
|
2009
|
|
136,413
|
|
619,496
|
|
1,236,210
|
|
1,471,264
|
|
1,711,019
|
|
1,807,031
|
|
1,921,134
|
|
1,958,660
|
|
1,986,076
|
|
|||||||||||
2010
|
|
|
11,810
|
|
394,278
|
|
700,316
|
|
956,598
|
|
1,055,935
|
|
1,145,497
|
|
1,178,546
|
|
1,198,031
|
|
||||||||||||
2011
|
|
|
|
40,392
|
|
323,216
|
|
756,820
|
|
892,959
|
|
982,830
|
|
1,016,855
|
|
1,038,582
|
|
|||||||||||||
2012
|
|
|
|
|
19,200
|
|
295,332
|
|
528,744
|
|
631,982
|
|
672,271
|
|
692,291
|
|
||||||||||||||
2013
|
|
|
|
|
|
34,504
|
|
191,040
|
|
307,361
|
|
357,087
|
|
379,036
|
|
|||||||||||||||
2014
|
|
|
|
|
|
|
13,108
|
|
115,852
|
|
200,422
|
|
233,607
|
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
10,479
|
|
84,271
|
|
142,421
|
|
|||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
11,061
|
|
76,616
|
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
24,653
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,859,437
|
|
|||||||||||||||||
|
|
|
|
|
All outstanding liabilities before 2008, net of reinsurance
|
|
15,492
|
|
||||||||||||||||||||||
|
|
|
|
|
Liabilities for claims, net of reinsurance
(1)
|
|
$
|
485,911
|
|
(1)
|
Calculated as follows:
|
(In thousands)
|
|
||
Incurred losses, net of reinsurance
|
$
|
8,329,856
|
|
Add: All outstanding liabilities before 2008, net of reinsurance
|
15,492
|
|
|
Less: Cumulative paid claims, net of reinsurance
|
7,859,437
|
|
|
Liabilities for claims, net of reinsurance
|
$
|
485,911
|
|
(In thousands)
|
December 31, 2017
|
||
Net outstanding liabilities - Mortgage Insurance:
|
|
||
Reserve for losses and LAE, net of reinsurance
|
$
|
485,911
|
|
Reinsurance recoverables on unpaid claims
|
8,350
|
|
|
Unallocated LAE
|
13,327
|
|
|
Total gross reserve for losses and LAE
|
$
|
507,588
|
|
|
Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance (Unaudited)
|
|||||||||
Years
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
Mortgage Insurance
|
6.3%
|
33.9%
|
31.1%
|
14.4%
|
7.5%
|
4.8%
|
3.3%
|
2.6%
|
1.4%
|
1.7%
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
5.500%
|
Senior Notes due 2019
|
$
|
157,636
|
|
|
$
|
296,907
|
|
5.250%
|
Senior Notes due 2020
|
231,834
|
|
|
345,308
|
|
||
7.000%
|
Senior Notes due 2021
|
195,146
|
|
|
344,362
|
|
||
4.500%
|
Senior Notes due 2024
|
442,458
|
|
|
—
|
|
||
3.000%
|
Convertible Senior Notes due 2017
|
—
|
|
|
20,947
|
|
||
2.250%
|
Convertible Senior Notes due 2019
|
—
|
|
|
62,013
|
|
||
|
Total long-term debt
|
$
|
1,027,074
|
|
|
$
|
1,069,537
|
|
•
|
the
$41.8 million
market premium representing the excess of the fair value of the total consideration delivered to the sellers of the Convertible Senior Notes due 2017 and 2019 over the fair value of the common stock issuable pursuant to the original conversion terms of the purchased notes;
|
•
|
the
$17.2 million
difference between the fair value and the carrying value, net of unamortized issuance costs, of the liability component of the purchased notes; and
|
•
|
the
$1.1 million
impact of related transaction costs.
|
|
Convertible Senior Notes due 2017
|
|
Convertible Senior Notes due 2019
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Liability component:
|
|
|
|
|
|
|
|
||||||||
Principal
|
$
|
—
|
|
|
$
|
22,233
|
|
|
$
|
—
|
|
|
$
|
68,024
|
|
Debt discount, net
(1)
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
(5,461
|
)
|
||||
Debt issuance costs
(1)
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
(550
|
)
|
||||
Net carrying amount
|
$
|
—
|
|
|
$
|
20,947
|
|
|
$
|
—
|
|
|
$
|
62,013
|
|
(1)
|
Included within long-term debt and is being amortized over the life of the convertible notes.
|
|
Convertible Senior Notes due 2017
|
|
Convertible Senior Notes due 2019
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
||||||||
Contractual interest expense
(1)
|
$
|
310
|
|
|
$
|
872
|
|
|
$
|
(510
|
)
|
|
$
|
3,426
|
|
Amortization of debt discount
|
619
|
|
|
1,674
|
|
|
163
|
|
|
5,016
|
|
||||
Amortization of debt issuance costs
|
33
|
|
|
88
|
|
|
16
|
|
|
505
|
|
||||
Total interest expense
(1)
|
$
|
962
|
|
|
$
|
2,634
|
|
|
$
|
(331
|
)
|
|
$
|
8,947
|
|
(1)
|
Interest expense (benefit) represents expense incurred, net of adjustments to accruals previously recorded.
|
|
|
December 31,
|
||||||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Share-Based Compensation Programs
|
|
Liability
Recorded/
Equity
Instruments
Outstanding
|
|
Compensation
Cost
Recognized
(1)
|
|
Liability
Recorded/
Equity
Instruments
Outstanding
|
|
Compensation
Cost
Recognized
(1)
|
|
Liability
Recorded/
Equity
Instruments
Outstanding
|
|
Compensation
Cost
Recognized
(1)
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
RSUs
—
Cash-Settled
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
(718
|
)
|
|
$
|
3,595
|
|
|
$
|
10,244
|
|
SARs
—
Cash-Settled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
||||||
Liabilities
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
(718
|
)
|
|
$
|
3,595
|
|
|
$
|
10,403
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
RSUs
—
Equity Settled
|
|
3,434,976
|
|
|
12,206
|
|
|
3,208,454
|
|
|
13,285
|
|
|
2,472,861
|
|
|
9,243
|
|
||||||
Non-Qualified Stock Options
|
|
1,692,743
|
|
|
851
|
|
|
2,839,738
|
|
|
3,286
|
|
|
2,692,457
|
|
|
2,984
|
|
||||||
Phantom Stock
|
|
234,302
|
|
|
2
|
|
|
234,174
|
|
|
2
|
|
|
230,196
|
|
|
2
|
|
||||||
Employee Stock Purchase Plan
|
|
|
|
432
|
|
|
|
|
449
|
|
|
|
|
396
|
|
|||||||||
Equity
|
|
|
|
13,491
|
|
|
|
|
17,022
|
|
|
|
|
12,625
|
|
|||||||||
Total all share-based plans
|
|
|
|
$
|
13,492
|
|
|
|
|
$
|
16,304
|
|
|
|
|
$
|
23,028
|
|
(1)
|
For purposes of calculating compensation cost recognized, we generally consider awards effectively vested (and we recognize the full compensation costs) when grantees become retirement eligible.
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Total compensation cost recognized
|
$
|
13,492
|
|
|
$
|
16,304
|
|
|
$
|
23,028
|
|
Less: Costs deferred as acquisition costs
|
269
|
|
|
206
|
|
|
500
|
|
|||
Stock-based compensation expense
|
$
|
13,223
|
|
|
$
|
16,098
|
|
|
$
|
22,528
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected life
|
3 years
|
|
|
3 years
|
|
|
3 years
|
|
Risk-free interest rate
(1)
|
1.6
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
Volatility of Radian’s stock
(2)
|
28.0
|
%
|
|
29.7
|
%
|
|
40.6
|
%
|
Average volatility of peer companies
(3)
|
30.6
|
%
|
|
38.2
|
%
|
|
24.0
|
%
|
Dividend yield
|
0.06
|
%
|
|
0.08
|
%
|
|
0.05
|
%
|
Discount rate
(4)
|
10.7
|
%
|
|
10.7
|
%
|
|
13.9
|
%
|
(1)
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
|
(2)
|
Volatility of Radian’s stock is used in the calculation of the grant date fair value of the portion of the awards based on TSR Measures, as described above. Volatility of Radian’s stock is not an applicable assumption for valuing the portion of the awards based on the cumulative growth in Radian’s book value per share. Volatility is determined at the date of grant using the historical share price volatility and the expected life of each award.
|
(3)
|
Average volatility of peer companies is used in the calculation of the grant date fair value of the portion of the awards based on the Relative TSR Measure, as described above.
|
(4)
|
A discount is applied to executive officer awards to reflect illiquidity during the
one
-year post-vesting holding period.
|
|
Year Ended December 31,
|
|||||||
|
2017
(1)
|
|
2016
(2)
|
|
2015
(2)
|
|||
Time-vested RSUs granted to certain executives and non-executive officers
|
372,489
|
|
|
180,380
|
|
|
56,970
|
|
Time-vested RSUs granted to non-employee directors
|
68,337
|
|
|
356,040
|
|
(3)
|
56,171
|
|
Total time-vested RSUs granted
(4)
|
440,826
|
|
|
536,420
|
|
|
113,141
|
|
(1)
|
The time-vested RSU awards granted in 2017 are scheduled to vest in: (i) pro rata installments on each of the first
three
anniversaries of the grant date or (ii) generally at the end of
three
years.
|
(2)
|
The time-vested RSU awards granted in 2016 and 2015 generally are subject to
three
-year cliff vesting.
|
(3)
|
Includes
262,694
time-vested awards granted on February 10, 2016 to convert the outstanding fully-vested 2009 and 2010 time-vested RSUs (to be settled in cash) awarded to our non-employee directors into time-vested RSUs to be settled in shares of our common stock on the conversion date (generally defined as a director’s termination of service with us).
|
(4)
|
The grant date fair value of time-vested RSUs was calculated based on the closing price of our common stock on the New York Stock Exchange on the date of grant, discounted for the lack of dividends earned over the vesting period, and is recognized as compensation expense over the service period.
|
($ in thousands, except per-share amounts)
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding, December 31, 2016
|
2,839,738
|
|
|
$
|
7.64
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(1,092,559
|
)
|
|
$
|
6.53
|
|
|
|
|
|
||
Forfeited
|
(54,436
|
)
|
|
$
|
13.79
|
|
|
|
|
|
||
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding, December 31, 2017
|
1,692,743
|
|
|
$
|
8.16
|
|
|
5.6
|
|
$
|
21,075
|
|
Exercisable, December 31, 2017
|
1,162,943
|
|
|
$
|
5.24
|
|
|
4.6
|
|
$
|
17,878
|
|
Available for grant, December 31, 2017
|
8,851,531
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
($ in thousands, except per-share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Granted (number of shares)
|
—
|
|
|
342,090
|
|
|
212,230
|
|
|||
Weighted-average grant date fair value per share
(1)
|
$
|
—
|
|
|
$
|
9.72
|
|
|
$
|
14.68
|
|
Aggregate intrinsic value of options exercised
|
$
|
14,389
|
|
|
$
|
1,519
|
|
|
$
|
7,146
|
|
Tax benefit of options exercised
|
$
|
5,036
|
|
|
$
|
532
|
|
|
$
|
2,501
|
|
Cash received from options exercised
|
$
|
7,131
|
|
|
$
|
717
|
|
|
$
|
1,285
|
|
(1)
|
We use the Monte Carlo valuation model in determining the grant date fair value of stock options issued to executives and non-executives using the assumptions noted in the following table:
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
||
Derived service period (years)
|
3.02 - 4.00
|
|
|
3.02 - 4.00
|
|
Risk-free interest rate
(a)
|
1.72
|
%
|
|
2.32
|
%
|
Volatility
(b)
|
94.20
|
%
|
|
93.70
|
%
|
Dividend yield
|
0.08
|
%
|
|
0.05
|
%
|
(a)
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
|
(b)
|
Volatility is determined at the date of grant using historical share price volatility and expected life of each award.
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
Number
Outstanding
|
|
Weighted Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average
Exercise Price
|
|
Number
Exercisable
|
|
Weighted Average
Exercise Price
|
||||||
$2.45 - $3.58
|
903,224
|
|
|
4.3
|
|
$
|
2.64
|
|
|
903,224
|
|
|
$
|
2.64
|
|
$5.76 - $7.06
|
17,676
|
|
|
0.2
|
|
$
|
7.06
|
|
|
17,676
|
|
|
$
|
7.06
|
|
$10.42 - $15.44
|
601,648
|
|
|
7.1
|
|
$
|
13.57
|
|
|
224,603
|
|
|
$
|
14.50
|
|
$18.42
|
170,195
|
|
|
7.5
|
|
$
|
18.42
|
|
|
17,440
|
|
|
$
|
18.42
|
|
|
1,692,743
|
|
|
5.6
|
|
$
|
8.16
|
|
|
1,162,943
|
|
|
$
|
5.24
|
|
|
January 1, 2017
|
|
July 1, 2017
|
||
Expected life
|
6 months
|
|
|
6 months
|
|
Risk-free interest rate
|
1.04
|
%
|
|
1.35
|
%
|
Volatility
|
34.68
|
%
|
|
29.37
|
%
|
Dividend yield
|
0.06
|
%
|
|
0.06
|
%
|
•
|
allows for the immediate eligibility of new hire participation and provides for the automatic enrollment of eligible employees;
|
•
|
provides for the immediate vesting of matching contributions (including existing unvested matching contributions attributable to prior periods) and the elimination of all restrictions (other than Radian Group’s Insider Trading Policy) on a participant’s ability to diversify his/her position in matching contributions; and
|
•
|
permits Radian Group to make discretionary, pro rata (based on eligible pay) cash allocations to each eligible participant’s account, with vesting upon completion of
three years
of service with us.
|
|
Year Ended December 31, 2017
|
||||||||||
(In thousands)
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Balance at beginning of period
|
$
|
(19,063
|
)
|
|
$
|
(6,668
|
)
|
|
$
|
(12,395
|
)
|
Other comprehensive income (loss) (“OCI”):
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period
|
46,235
|
|
|
14,332
|
|
|
31,903
|
|
|||
Less: Reclassification adjustment for net gains (losses) included in net income
(1)
|
(4,065
|
)
|
|
(1,423
|
)
|
|
(2,642
|
)
|
|||
Net unrealized gains (losses) on investments
|
50,300
|
|
|
15,755
|
|
|
34,545
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Unrealized foreign currency translation adjustments
|
225
|
|
|
75
|
|
|
150
|
|
|||
Less: Reclassification adjustment for liquidation of foreign subsidiary and other adjustments included in net income
(2)
|
(1,109
|
)
|
|
(388
|
)
|
|
(721
|
)
|
|||
Net foreign currency translation adjustments
|
1,334
|
|
|
463
|
|
|
871
|
|
|||
Net actuarial gains (losses)
|
98
|
|
|
34
|
|
|
64
|
|
|||
OCI
|
51,732
|
|
|
16,252
|
|
|
35,480
|
|
|||
Balance at end of period
|
$
|
32,669
|
|
|
$
|
9,584
|
|
|
$
|
23,085
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
(In thousands)
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Balance at beginning of period
|
$
|
(28,425
|
)
|
|
$
|
(9,948
|
)
|
|
$
|
(18,477
|
)
|
OCI:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period
|
13,510
|
|
|
4,728
|
|
|
8,782
|
|
|||
Less: Reclassification adjustment for net gains (losses) included in net income
(1)
|
3,463
|
|
|
1,212
|
|
|
2,251
|
|
|||
Net unrealized gains (losses) on investments
|
10,047
|
|
|
3,516
|
|
|
6,531
|
|
|||
Net foreign currency translation adjustments
|
(724
|
)
|
|
(250
|
)
|
|
(474
|
)
|
|||
Net actuarial gains (losses)
|
39
|
|
|
14
|
|
|
25
|
|
|||
OCI
|
9,362
|
|
|
3,280
|
|
|
6,082
|
|
|||
Balance at end of period
|
$
|
(19,063
|
)
|
|
$
|
(6,668
|
)
|
|
$
|
(12,395
|
)
|
|
|
|
|
|
|
||||||
|
Year Ended December 31, 2015
|
||||||||||
(In thousands)
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Balance at beginning of period
|
$
|
79,208
|
|
|
$
|
27,723
|
|
|
$
|
51,485
|
|
OCI:
|
|
|
|
|
|
||||||
Unrealized gains (losses) on investments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period
|
(34,728
|
)
|
|
(12,155
|
)
|
|
(22,573
|
)
|
|||
Less: Reclassification adjustment for net gains (losses) included in net income
(1) (3)
|
67,974
|
|
|
23,791
|
|
|
44,183
|
|
|||
Net unrealized gains (losses) on investments
|
(102,702
|
)
|
|
(35,946
|
)
|
|
(66,756
|
)
|
|||
Net foreign currency translation adjustments
|
(333
|
)
|
|
(116
|
)
|
|
(217
|
)
|
|||
Activity related to investments recorded as assets held for sale
(4)
|
(5,006
|
)
|
|
(1,752
|
)
|
|
(3,254
|
)
|
|||
Net actuarial gains (losses)
|
408
|
|
|
143
|
|
|
265
|
|
|||
OCI
|
(107,633
|
)
|
|
(37,671
|
)
|
|
(69,962
|
)
|
|||
Balance at end of period
|
$
|
(28,425
|
)
|
|
$
|
(9,948
|
)
|
|
$
|
(18,477
|
)
|
(1)
|
Included in net gains (losses) on investments and other financial instruments on our consolidated statements of operations.
|
(2)
|
Included in restructuring and other exit costs on our consolidated statements of operations.
|
(3)
|
During the second quarter of 2015, we sold equity securities in our portfolio and reinvested the proceeds in assets that qualify as PMIERs-compliant Available Assets, recognizing pretax gains of
$69.2 million
.
|
(4)
|
Represents the recognition of investment gains included in income from discontinued operations, net of tax, as a result of the completion of the sale of Radian Asset Assurance on April 1, 2015. Previously, pursuant to accounting standards, such investment gains had been deferred and recorded in accumulated other comprehensive income (loss).
|
|
December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory net income
|
$
|
445.1
|
|
|
$
|
480.8
|
|
|
$
|
754.8
|
|
Statutory policyholders’ surplus
|
1,201.0
|
|
|
1,349.7
|
|
|
1,686.5
|
|
|||
Contingency reserve
|
1,667.0
|
|
|
1,260.6
|
|
|
860.9
|
|
|
December 31,
|
||||||
($ in millions)
|
2017
|
|
2016
|
||||
RIF, net
(1)
|
$
|
36,793.5
|
|
|
$
|
35,357.8
|
|
|
|
|
|
||||
Common stock and paid-in capital
|
$
|
1,866.0
|
|
|
$
|
2,041.0
|
|
Surplus Note
|
100.0
|
|
|
—
|
|
||
Unassigned earnings (deficit)
|
(765.0
|
)
|
|
(691.3
|
)
|
||
Statutory policyholders’ surplus
|
1,201.0
|
|
|
1,349.7
|
|
||
Contingency reserve
|
1,667.0
|
|
|
1,260.6
|
|
||
Statutory capital
|
$
|
2,868.0
|
|
|
$
|
2,610.3
|
|
|
|
|
|
||||
Risk-to-capital
|
12.8:1
|
|
|
13.5:1
|
(1)
|
Excludes risk ceded through reinsurance contracts (to third parties and affiliates) and RIF on defaulted loans.
|
|
December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory net income (loss)
|
$
|
64.3
|
|
|
$
|
60.3
|
|
|
$
|
(1.0
|
)
|
Statutory policyholders’ surplus
|
328.9
|
|
|
147.6
|
|
|
138.7
|
|
|||
Contingency reserve
|
234.0
|
|
|
180.3
|
|
|
128.8
|
|
|
December 31,
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Statutory net income (loss)
|
$
|
0.1
|
|
|
$
|
(6.1
|
)
|
|
$
|
92.9
|
|
Statutory policyholders’ surplus
|
58.6
|
|
|
57.1
|
|
|
55.0
|
|
|||
Contingency reserve
|
1.7
|
|
|
1.5
|
|
|
1.1
|
|
(a)
|
Under SAPP, mortgage guaranty insurance companies are required each year to establish a contingency reserve equal to
50%
of premiums earned in such year. Such amount must be maintained in the contingency reserve for
10
years, after which time it is released to unassigned surplus. Prior to
10
years, the contingency reserve may be reduced with regulatory approval to the extent that losses in any calendar year exceed
35%
of earned premiums for such year.
|
(b)
|
Under SAPP, insurance policy acquisition costs are charged against operations in the year incurred. Under GAAP, such costs, other than those incurred in connection with the origination of derivative contracts, are deferred and amortized.
|
(c)
|
Under SAPP, income tax expense is calculated on the basis of amounts currently payable. Generally, deferred tax assets are recognized under both SAPP and GAAP when it is more likely than not that the deferred tax asset will be realized. However, SAPP standards impose additional admissibility requirements whereby deferred tax assets are only recognized to the extent they are expected to be recovered within a one- to three-year period subject to a capital and surplus limitation. Changes in deferred tax assets and deferred tax liabilities are recognized as a direct benefit or charge to unassigned surplus, whereas under GAAP changes in deferred tax assets and deferred tax liabilities, except for changes in unrealized gains and losses on available-for-sale securities, are recorded as a component of income tax expense.
|
(d)
|
Under SAPP, investment grade fixed-maturity investments are valued at amortized cost and below-investment grade securities are carried at the lower of amortized cost or market value. Under GAAP, those investments that the statutory insurance entities do not have the ability or intent to hold to maturity are considered to be either available for sale or trading securities and are recorded at fair value, with the unrealized gain or loss recognized, net of tax, as an increase or decrease to stockholders’ equity or current operations, as applicable.
|
(e)
|
Under SAPP, certain assets, designated as non-admitted assets, are charged directly against statutory surplus. Such assets are reflected on our GAAP financial statements.
|
(f)
|
Prior to January 1, 2013, under SAPP, the accounting standard regarding share-based payments was not applicable, with regard to the recognition and measurement of stock option issuances. However, effective January 1, 2013, the NAIC adopted SSAP No. 104,
Share-Based Payments
(“SSAP 104”), on a prospective basis. Therefore, expenses related to stock options granted subsequent to the date of adoption of SSAP 104 are recognized under SAPP but expenses related to stock options granted prior to the date of adoption continue to not be recognized under SAPP. Expenses related to stock options, regardless of the date of grant, are reflected on our GAAP financial statements in accordance with this standard.
|
(g)
|
Under SAPP, premiums written on a multi-year basis are initially deferred as unearned premiums. A portion of the premium written, which corresponds to the insurance policy acquisition costs, is earned immediately and the remaining premiums written are earned over the policy term. Under GAAP, these premiums written on a multi-year basis are initially deferred as unearned premiums and are earned over the policy term.
|
(h)
|
Under SAPP, capital contributions satisfied by receipt of cash or readily marketable securities subsequent to the balance sheet date but prior to the filing of the statutory financial statement are treated as a recognized subsequent event and, as such, are considered an admitted asset based on the evidence of collection and approval of the domiciliary commissioner. Under GAAP, such capital contributions are treated as a non-recognized subsequent event.
|
|
2017 Quarters
|
||||||||||||||||||
(In thousands, except per-share amounts)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Net premiums earned—insurance
|
$
|
221,800
|
|
|
$
|
229,096
|
|
|
$
|
236,702
|
|
|
$
|
245,175
|
|
|
$
|
932,773
|
|
Services revenue
|
38,027
|
|
|
37,802
|
|
|
39,571
|
|
|
39,703
|
|
|
155,103
|
|
|||||
Net investment income
|
31,032
|
|
|
30,071
|
|
|
32,540
|
|
|
33,605
|
|
|
127,248
|
|
|||||
Net gains (losses) on investments and other financial instruments
|
(2,851
|
)
|
|
5,331
|
|
|
2,480
|
|
|
(1,339
|
)
|
|
3,621
|
|
|||||
Provision for losses
|
46,913
|
|
|
17,222
|
|
|
35,841
|
|
|
35,178
|
|
|
135,154
|
|
|||||
Policy acquisition costs
|
6,729
|
|
|
6,123
|
|
|
5,554
|
|
|
5,871
|
|
|
24,277
|
|
|||||
Cost of services
|
28,375
|
|
|
25,635
|
|
|
27,240
|
|
|
23,349
|
|
|
104,599
|
|
|||||
Other operating expenses
|
68,377
|
|
|
68,750
|
|
|
64,195
|
|
|
65,999
|
|
|
267,321
|
|
|||||
Restructuring and other exit costs
|
—
|
|
|
—
|
|
|
12,038
|
|
|
5,230
|
|
|
17,268
|
|
|||||
Loss on induced conversion and debt extinguishment
|
4,456
|
|
|
1,247
|
|
|
45,766
|
|
|
—
|
|
|
51,469
|
|
|||||
Impairment of goodwill
|
—
|
|
|
184,374
|
|
|
—
|
|
|
—
|
|
|
184,374
|
|
|||||
Amortization and impairment of other intangible assets
|
3,296
|
|
|
18,856
|
|
|
2,890
|
|
|
2,629
|
|
|
27,671
|
|
|||||
Net income
|
76,472
|
|
|
(27,342
|
)
|
|
65,142
|
|
|
6,816
|
|
(2)
|
121,088
|
|
|||||
Diluted net income (loss) per share
(1)
|
$
|
0.34
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.30
|
|
|
$
|
0.03
|
|
(2)
|
$
|
0.55
|
|
Weighted-average shares outstanding-diluted
|
221,497
|
|
|
215,152
|
|
|
219,391
|
|
|
220,250
|
|
|
220,406
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2016 Quarters
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Net premiums earned—insurance
|
$
|
220,950
|
|
|
$
|
229,085
|
|
|
$
|
238,149
|
|
|
$
|
233,585
|
|
|
$
|
921,769
|
|
Services revenue
|
32,849
|
|
|
40,263
|
|
|
45,877
|
|
|
49,905
|
|
|
168,894
|
|
|||||
Net investment income
|
27,201
|
|
|
28,839
|
|
|
28,430
|
|
|
28,996
|
|
|
113,466
|
|
|||||
Net gains (losses) on investments and other financial instruments
|
31,286
|
|
|
30,527
|
|
|
7,711
|
|
|
(38,773
|
)
|
|
30,751
|
|
|||||
Provision for losses
|
42,991
|
|
|
49,725
|
|
|
55,785
|
|
|
54,287
|
|
|
202,788
|
|
|||||
Policy acquisition costs
|
6,389
|
|
|
5,393
|
|
|
6,119
|
|
|
5,579
|
|
|
23,480
|
|
|||||
Cost of services
|
23,550
|
|
|
27,365
|
|
|
29,447
|
|
|
33,812
|
|
|
114,174
|
|
|||||
Other operating expenses
|
57,188
|
|
|
63,173
|
|
|
62,119
|
|
|
62,416
|
|
|
244,896
|
|
|||||
Loss on induced conversion and debt extinguishment
|
55,570
|
|
|
2,108
|
|
|
17,397
|
|
|
—
|
|
|
75,075
|
|
|||||
Amortization and impairment of other intangible assets
|
3,328
|
|
|
3,311
|
|
|
3,292
|
|
|
3,290
|
|
|
13,221
|
|
|||||
Net income
|
66,249
|
|
|
98,112
|
|
|
82,803
|
|
|
61,089
|
|
|
308,253
|
|
|||||
Diluted net income per share
(1)
|
$
|
0.29
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
$
|
0.27
|
|
|
$
|
1.37
|
|
Weighted-average shares outstanding-diluted
|
239,707
|
|
|
226,203
|
|
|
225,968
|
|
|
224,776
|
|
|
229,258
|
|
(1)
|
Diluted net income per share is computed independently for each period presented. Consequently, the sum of the quarters may not equal the total net income per share for the year. For all calculations, the determination of whether potential common shares are dilutive or anti-dilutive is based on net income.
|
(2)
|
The fourth quarter of 2017 reflects an incremental tax provision related to the remeasurement of our net deferred tax assets as a result of the enactment of the TCJA.
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Plan Category
(1)
|
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
(b)
Weighted-average
exercise price of
outstanding
options,
warrants and rights
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column(a))
|
|
||||
Equity compensation plans approved by stockholders
(2)
|
5,362,021
|
|
(3)
|
$
|
3.85
|
|
(4)
|
9,753,999
|
|
(5)
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
5,362,021
|
|
(3)
|
$
|
3.85
|
|
(4)
|
9,753,999
|
|
(5)
|
|
|
|
|
|
|
|
(1)
|
The table does not include information for equity compensation plans assumed by us in mergers, under which we do not grant additional awards.
|
(2)
|
These plans consist of our 1995 Equity Plan, 2008 Equity Plan, the Amended and Restated Equity Compensation Plan and our 2008 ESPP.
|
(3)
|
Represents
234,302
shares of phantom stock issued under our 1995 Equity Plan, 1,055,900 non-qualified stock options and 944,352 RSUs issued under our 2008 Equity Plan, and 636,843 non-qualified stock options and 2,490,624 RSUs issued under our 2014 Equity Plan. Of the RSUs included herein, 1,517,442 are performance-based stock-settled RSUs that could potentially pay out between 0% and 200% of this represented target, and
123,496
are performance-based stock-settled RSUs that could pay out to our former CEO at 0% or 100%.
|
(4)
|
The shares of phantom stock and RSUs were granted at full value, and therefore, have a weighted-average exercise price of $0. Excluding shares of phantom stock and RSUs from this calculation, the weighted-average exercise price of outstanding non-qualified stock options was
$8.16
at December 31, 2017
.
|
(5)
|
Includes
8,851,531
shares available for issuance under our Amended and Restated Equity Compensation Plan, and
902,468
shares available for issuance under our 2008 ESPP, in each case
as of December 31, 2017
. In January 2018, we issued
52,464
shares from the shares available for issuance under our 2008 ESPP. As a result,
850,004
shares currently remain available for issuance under the 2008 ESPP.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
1.
|
Financial Statements—See the “Index to Consolidated Financial Statements” included in Item 8 of this report for a list of the financial statements filed as part of this report.
|
F-2
ctionPage#
|
F-5
ctionPage#
|
Item 16.
|
Form 10-K Summary.
|
Exhibit
Number
|
Exhibit
|
2.1
|
|
|
|
2.2
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
3.6
|
|
|
|
3.7
|
|
|
|
3.8
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
Exhibit
Number
|
Exhibit
|
4.6
|
|
|
|
4.7
|
|
|
|
4.8
|
|
|
|
4.9
|
|
|
|
4.10
|
|
|
|
4.11
|
|
|
|
4.12
|
|
|
|
4.13
|
|
|
|
4.14
|
|
|
|
4.15
|
|
|
|
4.16
|
|
|
|
4.17
|
|
|
|
4.18
|
|
|
|
4.19
|
|
|
|
4.20
|
|
|
|
4.21
|
|
|
|
+10.1
|
|
|
|
+10.2
|
|
|
|
+10.3
|
Exhibit
Number
|
Exhibit
|
+10.21
|
|
|
|
+10.22
|
|
|
|
+10.23
|
|
|
|
+10.24
|
|
|
|
+10.25
|
|
|
|
+10.26
|
|
|
|
+10.27
|
|
|
|
+10.28
|
|
|
|
+10.29
|
|
|
|
+10.30
|
|
|
|
+10.31
|
|
|
|
+10.32
|
|
|
|
+10.33
|
|
|
|
+10.34
|
|
|
|
+10.35
|
|
|
|
+10.36
|
|
|
|
Exhibit
Number
|
Exhibit
|
+10.37
|
|
|
|
+10.38
|
|
|
|
+10.39
|
|
|
|
+10.40
|
|
|
|
+10.41
|
|
|
|
10.42
|
|
|
|
10.43
|
|
|
|
10.44
|
|
|
|
10.45
|
|
|
|
10.46
|
|
|
|
+10.47
|
|
|
|
+10.48
|
|
|
|
+10.49
|
|
|
|
+10.50
|
|
|
|
+10.51
|
|
|
|
Exhibit
Number
|
Exhibit
|
+10.52
|
|
|
|
+10.53
|
|
|
|
+10.54
|
|
|
|
10.55
|
|
|
|
+10.56
|
|
|
|
+10.57
|
|
|
|
+10.58
|
|
|
|
+10.59
|
|
|
|
+10.60
|
|
|
|
+10.61
|
|
|
|
+10.62
|
|
|
|
+10.63
|
|
|
|
+10.64
|
|
|
|
+10.65
|
|
|
|
+10.66
|
|
|
|
Exhibit
Number
|
Exhibit
|
+10.67
|
|
|
|
+10.68
|
|
|
|
10.69
|
|
|
|
+10.70
|
|
|
|
+10.71
|
|
|
|
+10.72
|
|
|
|
+10.73
|
|
|
|
+10.74
|
|
|
|
+10.75
|
|
|
|
10.76
|
|
|
|
+10.77
|
|
|
|
+10.78
|
|
|
|
10.79
|
|
|
|
+10.80
|
|
|
|
+10.81
|
|
|
|
Exhibit
Number
|
Exhibit
|
+10.82
|
|
|
|
+10.83
|
|
|
|
+10.84
|
|
|
|
+10.85
|
|
|
|
+10.86
|
|
|
|
+10.87
|
|
|
|
+10.88
|
|
|
|
+10.89
|
|
|
|
+10.90
|
|
|
|
+10.91
|
|
|
|
+10.92
|
|
|
|
+10.93
|
|
|
|
+10.94
|
|
|
|
+10.95
|
|
|
|
+10.96
|
|
|
|
+10.97
|
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
Radian Group Inc.
|
|
|
|
By:
|
/s/ Richard G. Thornberry
|
|
Richard G. Thornberry
Chief Executive Officer |
Name
|
|
Title
|
/s/
RICHARD G. THORNBERRY
|
|
Chief Executive Officer (Principal Executive Officer) and Director
|
Richard G. Thornberry
|
|
|
|
|
|
/s/
J. FRANKLIN HALL
|
|
Senior Executive Vice President, Chief Financial Officer (Principal Financial Officer)
|
J. Franklin Hall
|
|
|
|
|
|
/s/
CATHERINE M. JACKSON
|
|
Senior Vice President, Controller
(Principal Accounting Officer)
|
Catherine M. Jackson
|
|
|
|
|
|
/s/
HERBERT WENDER
|
|
Non-Executive Chairman of the Board
|
Herbert Wender
|
|
|
|
|
|
/s/
DAVID C. CARNEY
|
|
Director
|
David C. Carney
|
|
|
|
|
|
/s/
HOWARD B. CULANG
|
|
Director
|
Howard B. Culang
|
|
|
|
|
|
/s/
LISA W. HESS
|
|
Director
|
Lisa W. Hess
|
|
|
|
|
|
/s/
STEPHEN T. HOPKINS
|
|
Director
|
Stephen T. Hopkins
|
|
|
|
|
|
/s/
BRIAN D. MONTGOMERY
|
|
Director
|
Brian D. Montgomery
|
|
|
|
|
|
/s/
GAETANO MUZIO
|
|
Director
|
Gaetano Muzio
|
|
|
|
|
|
/s/
GREGORY V. SERIO
|
|
Director
|
Gregory V. Serio
|
|
|
|
|
|
/s/
NOEL J. SPIEGEL
|
|
Director
|
Noel J. Spiegel
|
|
|
INDEX TO FINANCIAL STATEMENT SCHEDULES
|
|
|
Page
|
Financial Statement Schedules
|
|
Type of Investment
|
Amortized
Cost
|
|
Fair Value
|
|
Amount Reflected on the
Consolidated Balance Sheet
|
||||||
(In thousands)
|
|
||||||||||
Fixed-maturities available for sale:
|
|
|
|
|
|
||||||
Bonds:
|
|
|
|
|
|
||||||
U.S. government and agency securities
|
$
|
69,668
|
|
|
$
|
69,396
|
|
|
$
|
69,396
|
|
State and municipal obligations
|
156,587
|
|
|
161,722
|
|
|
161,722
|
|
|||
Corporate bonds and notes
|
1,869,318
|
|
|
1,894,886
|
|
|
1,894,886
|
|
|||
RMBS
|
189,455
|
|
|
187,229
|
|
|
187,229
|
|
|||
CMBS
|
451,595
|
|
|
453,394
|
|
|
453,394
|
|
|||
Other ABS
|
672,715
|
|
|
674,548
|
|
|
674,548
|
|
|||
Foreign government and agency securities
|
31,416
|
|
|
32,207
|
|
|
32,207
|
|
|||
Total fixed-maturities available for sale
(1)
|
3,440,754
|
|
|
3,473,382
|
|
|
3,473,382
|
|
|||
Trading securities
(1) (2)
|
588,061
|
|
|
606,434
|
|
|
606,434
|
|
|||
Equity securities available for sale:
|
|
|
|
|
|
||||||
Common stocks
(1)
|
176,349
|
|
|
176,065
|
|
|
176,065
|
|
|||
Total equity securities available for sale
|
176,349
|
|
|
176,065
|
|
|
176,065
|
|
|||
Short-term investments
(1) (3)
|
415,809
|
|
|
415,691
|
|
|
415,691
|
|
|||
Other invested assets
|
334
|
|
|
3,226
|
|
|
334
|
|
|||
Total investments other than investments in related parties
|
$
|
4,621,307
|
|
|
$
|
4,674,798
|
|
|
$
|
4,671,906
|
|
(1)
|
These classifications include a total of
$28.0 million
of loaned securities under securities lending agreements that are classified as other assets in our consolidated balance sheets.
|
(2)
|
Includes foreign government and agency securities.
|
(3)
|
Includes cash collateral held under securities lending agreements (
$19.4 million
) reinvested in money market instruments.
|
|
December 31,
|
||||||
($ in thousands, except share and per-share amounts)
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Investments
|
|
|
|
||||
Fixed-maturities available for sale—at fair value
|
$
|
10,785
|
|
|
$
|
79,336
|
|
Short-term investments—at fair value
|
83,356
|
|
|
311,418
|
|
||
Total investments
|
94,141
|
|
|
390,754
|
|
||
Cash
|
13,173
|
|
|
8,256
|
|
||
Restricted cash (Note B)
|
—
|
|
|
124
|
|
||
Investment in subsidiaries, at equity in net assets (Note C)
|
3,764,865
|
|
|
3,383,089
|
|
||
Accounts and notes receivable (Note D)
|
103,561
|
|
|
305,316
|
|
||
Federal income taxes recoverable, net—current
|
35,741
|
|
|
—
|
|
||
Other assets (Note E)
|
166,051
|
|
|
166,098
|
|
||
Total assets
|
$
|
4,177,532
|
|
|
$
|
4,253,637
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Long-term debt (Note F)
|
$
|
1,027,074
|
|
|
$
|
1,069,537
|
|
Federal income taxes—current
|
—
|
|
|
78,980
|
|
||
Federal income taxes—deferred
|
97,067
|
|
|
187,309
|
|
||
Other liabilities
|
53,353
|
|
|
45,525
|
|
||
Total liabilities
|
1,177,494
|
|
|
1,381,351
|
|
||
|
|
|
|
||||
Common stockholders’ equity
|
|
|
|
||||
Common stock: par value $.001 per share; 485,000,000 shares authorized at December 31, 2017 and 2016; 233,416,989 and 232,091,921 shares issued at December 31, 2017 and 2016, respectively; 215,814,188 and 214,521,079 shares outstanding at December 31, 2017 and 2016, respectively
|
233
|
|
|
232
|
|
||
Treasury stock, at cost: 17,602,801 and 17,570,842 shares at December 31, 2017 and 2016, respectively
|
(893,888
|
)
|
|
(893,332
|
)
|
||
Additional paid-in capital
|
2,754,275
|
|
|
2,779,891
|
|
||
Retained earnings
|
1,116,333
|
|
|
997,890
|
|
||
Accumulated other comprehensive income (loss)
|
23,085
|
|
|
(12,395
|
)
|
||
Total common stockholders’ equity
|
3,000,038
|
|
|
2,872,286
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,177,532
|
|
|
$
|
4,253,637
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Net investment income
|
$
|
22,528
|
|
|
$
|
20,834
|
|
|
$
|
17,917
|
|
Net gains (losses) on investments and other financial instruments
|
(328
|
)
|
|
(150
|
)
|
|
2,975
|
|
|||
Other income
|
80
|
|
|
49
|
|
|
—
|
|
|||
Total revenues
|
22,280
|
|
|
20,733
|
|
|
20,892
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Loss on induced conversion and debt extinguishment
|
51,469
|
|
|
75,075
|
|
|
94,207
|
|
|||
Interest expense
|
18,033
|
|
|
29,002
|
|
|
55,768
|
|
|||
Total expenses (Note G)
|
69,502
|
|
|
104,077
|
|
|
149,975
|
|
|||
Pretax loss from continuing operations
|
(47,222
|
)
|
|
(83,344
|
)
|
|
(129,083
|
)
|
|||
Income tax benefit
|
(141,437
|
)
|
|
(8,676
|
)
|
|
(43,854
|
)
|
|||
Equity in net income of affiliates
|
26,873
|
|
|
382,921
|
|
|
371,949
|
|
|||
Net income from continuing operations
|
121,088
|
|
|
308,253
|
|
|
286,720
|
|
|||
Income from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
204
|
|
|||
Net income
|
121,088
|
|
|
308,253
|
|
|
286,924
|
|
|||
Other comprehensive income (loss), net of tax
|
35,480
|
|
|
6,082
|
|
|
(69,962
|
)
|
|||
Comprehensive income
|
$
|
156,568
|
|
|
$
|
314,335
|
|
|
$
|
216,962
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in) operating activities, continuing operations
|
$
|
(23,654
|
)
|
|
$
|
38,902
|
|
|
$
|
(128,879
|
)
|
Net cash provided by (used in) operating activities, discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) operating activities
|
(23,654
|
)
|
|
38,902
|
|
|
(128,879
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of:
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
58,007
|
|
|
47,058
|
|
|
—
|
|
|||
Equity securities available for sale
|
—
|
|
|
24,992
|
|
|
—
|
|
|||
Trading securities
|
—
|
|
|
30,350
|
|
|
—
|
|
|||
Proceeds from redemptions of:
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
60,414
|
|
|
49,578
|
|
|
—
|
|
|||
Trading securities
|
—
|
|
|
10,000
|
|
|
—
|
|
|||
Purchases of :
|
|
|
|
|
|
||||||
Fixed-maturity investments available for sale
|
(134,456
|
)
|
|
(137,431
|
)
|
|
(39,667
|
)
|
|||
Equity securities available for sale
|
—
|
|
|
—
|
|
|
(25,545
|
)
|
|||
Sales, redemptions and (purchases) of :
|
|
|
|
|
|
||||||
Short-term investments, net
|
210,529
|
|
|
(40,288
|
)
|
|
473,350
|
|
|||
Other assets, net
|
(1,107
|
)
|
|
239
|
|
|
(688
|
)
|
|||
Capital distributions from subsidiaries
|
924
|
|
|
15,000
|
|
|
113,784
|
|
|||
Capital contributions to subsidiaries
|
(21,643
|
)
|
|
(1,500
|
)
|
|
(182,307
|
)
|
|||
Acquisition of subsidiaries
|
—
|
|
|
(30,443
|
)
|
|
—
|
|
|||
(Issuance) repayment of note receivable from affiliate (Note D)
|
(44
|
)
|
|
201,631
|
|
|
(208,527
|
)
|
|||
Net cash provided by (used in) investing activities
|
172,624
|
|
|
169,186
|
|
|
130,400
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Dividends paid
|
(2,154
|
)
|
|
(2,105
|
)
|
|
(1,996
|
)
|
|||
Issuance of long-term debt, net
|
442,163
|
|
|
343,417
|
|
|
343,334
|
|
|||
Purchases and redemptions of long-term debt
|
(593,527
|
)
|
|
(445,072
|
)
|
|
(156,172
|
)
|
|||
Proceeds from termination of capped calls
|
4,208
|
|
|
—
|
|
|
13,150
|
|
|||
Issuance of common stock
|
7,132
|
|
|
717
|
|
|
1,285
|
|
|||
Purchase of common shares
|
(6
|
)
|
|
(100,188
|
)
|
|
(202,000
|
)
|
|||
Credit facility commitment fees paid
|
(1,993
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based awards (Note A)
|
—
|
|
|
98
|
|
|
2,228
|
|
|||
Net cash provided by (used in) financing activities
|
(144,177
|
)
|
|
(203,133
|
)
|
|
(171
|
)
|
|||
Increase (decrease) in cash and restricted cash
|
4,793
|
|
|
4,955
|
|
|
1,350
|
|
|||
Cash and restricted cash, beginning of period
|
8,380
|
|
|
3,425
|
|
|
2,075
|
|
|||
Cash and restricted cash, end of period
|
$
|
13,173
|
|
|
$
|
8,380
|
|
|
$
|
3,425
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Allocated operating expenses
|
$
|
72,764
|
|
|
$
|
56,446
|
|
|
$
|
53,738
|
|
Allocated interest expenses
|
44,686
|
|
|
52,092
|
|
|
35,300
|
|
|||
Total allocated expenses
|
$
|
117,450
|
|
|
$
|
108,538
|
|
|
$
|
89,038
|
|
•
|
Radian Group and Radian Mortgage Assurance are parties to a guaranty agreement, which provides that Radian Group will make sufficient funds available to Radian Mortgage Assurance to ensure that Radian Mortgage Assurance has a minimum of
$5 million
of statutory policyholders’ surplus every calendar quarter. Radian Mortgage Assurance had
$8.7 million
of statutory policyholders’ surplus and
no
RIF exposure as of December 31, 2017.
|
•
|
To allow our mortgage insurance customers to comply with applicable securities regulations for issuers of ABS (including mortgage-backed securities), we have been required, depending on the amount of credit enhancement we were providing, to provide: (i) audited financial statements for the insurance subsidiary participating in these transactions or (ii) a full and unconditional holding-company level guarantee for our insurance subsidiaries’ obligations in such transactions. Radian Group has guaranteed
two
structured transactions for Radian Guaranty with approximately
$97.8 million
of aggregate remaining credit exposure as of December 31, 2017.
|
•
|
Radian Group and Radian Guaranty Reinsurance are parties to an Assumption and Indemnification Agreement with regard to Radian Guaranty Reinsurance’s portion of the Deficiency Amounts relating to the IRS Matter. This indemnification agreement was made in lieu of an immediate capital contribution to Radian Guaranty Reinsurance that otherwise would have been required for Radian Guaranty Reinsurance to maintain its minimum statutory policyholders’ surplus requirements in light of the remeasurement as of December 31, 2011 of uncertain tax positions related to the portfolio of REMIC residual interests. See Note E for additional information.
|
($ in thousands)
|
Gross
Amount
|
|
Ceded to
Other
Companies
|
|
Assumed
from
Other
Companies
|
|
Net Amount
|
|
Assumed
Premiums as a Percentage of Net Premiums |
|||||||||
2017
|
$
|
990,016
|
|
|
$
|
57,271
|
|
|
$
|
28
|
|
|
$
|
932,773
|
|
|
0.00
|
%
|
2016
|
$
|
999,093
|
|
|
$
|
77,359
|
|
|
$
|
35
|
|
|
$
|
921,769
|
|
|
0.00
|
%
|
2015
|
$
|
973,645
|
|
|
$
|
57,780
|
|
|
$
|
43
|
|
|
$
|
915,908
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
Option 1:
o
|
The next payroll date coinciding with or following the later of the date this Adoption Agreement is signed or the Effective Date.
|
Option 2:
o
|
(Must be on or after the later of the date this Adoption Agreement is signed or the Effective Date.)
|
Option 1:
o
|
The next payroll date coinciding with or following the later of the date this Adoption Agreement is signed or the Effective Date.
|
Option 2:
o
|
(Must be on or after the later of the date this Adoption Agreement is signed or the Effective Date.) The effective date for Roth Elective Deferrals must be on or after January 1, 2006.
|
Option 1:
o
|
The next payroll date coinciding with or following the later of the date this Adoption Agreement is signed or the Effective Date of this amendment or restatement.
|
Option 2:
o
|
(Must be on or after the later of the date this Adoption Agreement is signed or the Effective Date of this amendment or restatement.)
|
Option 1:
o
|
The next payroll date coinciding with or following the later of the date this Adoption Agreement is signed or the Effective Date of this amendment or restatement.
|
Option 2:
o
|
(Must be on or after the later of the date this Adoption Agreement is signed or the Effective Date of this amendment or restatement.) The effective date for Roth Elective Deferrals must be on or after January 1, 2006.
|
1.
|
Age Requirement.
An Employee will be eligible to become a Participant in the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals), receiving Matching Contributions, or receiving an allocation of any Employer Profit Sharing Contributions, Safe Harbor Contributions and Qualified Nonelective Contributions, as applicable, made pursuant to Section Three of the Adoption Agreement, after attaining the following age
(select and complete all that apply):
|
2.
|
Eligibility Service Requirement.
An Employee will be eligible to become a Participant in the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals), receiving Matching Contributions, or receiving an allocation of any Employer Profit Sharing Contributions, Safe Harbor Contributions and Qualified Nonelective Contributions, as applicable, made pursuant to Section Three of the Adoption Agreement
(select and complete all that apply):
|
o
|
After completing consecutive Months of Eligibility Service
(not more than 12)
beginning on the Employee's date of hire.
If this option is selected, an Employee will be eligible to become a Participant in the Plan for purposes of the following contributions after completing the number of consecutive Months of Eligibility Service specified above (select all that apply): |
o
|
After completing consecutive Months of Eligibility Service
(not more than 12)
beginning on the Employee's date of hire, during which time the Employee completes at least Hours of Service
(not more than 1,000).
If this option is selected, an Employee will be eligible to become a Participant in the Plan for purposes of the following contributions after completing the number of consecutive Months of Eligibility Service and Hours of Service specified above (select all that apply): |
o
|
After completing 2 Years of Eligibility Service (Periods of Service, if applicable).
|
o
|
Employer Profit Sharing Contributions.
(Cannot require more than 2 Years of Eligibility Service (Periods of Service, if
applicable).)
|
o
|
Safe Harbor/QACA Safe Harbor Contributions.
(Cannot require more than 1 Year of Eligibility Service (Period of Service, if applicable).)
|
o
|
Qualified Nonelective Contributions.
(Cannot require more than 1 Year of Eligibility Service (Period of Service, if applicable).)
|
3.
|
Age and Service Waivers
|
a.
|
Employees Employed as of the Effective Date
|
Option 1:
o
|
Yes.
|
b.
|
Employees Employed as of a Specified Date
|
c.
|
Mergers and Acquisitions
|
o
|
An Employee as the result of a transaction described in Code section 410(b)(6)(C). Such Employee will be excluded during the period beginning on the date of the change in the member(s) of the group and ending on the last day of the first Plan Year beginning after the date of the change. A transaction described in Code section 410(b)(6)(C) is an asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business.
|
o
|
An Employee with a related employer as defined in the Employer Information section on page one of this Adoption Agreement that has not adopted this Plan. (List all related employers who are not adopting this Plan and who would be eligible to participate unless specifically excluded.)
|
[
X
]
|
Elective Deferrals and Safe Harbor Contributions
(Describe the classification(s) of Employees that will be excluded from the Plan. Note that any classification that is directly or indirectly based on the number of Hours of Service that an Employee is customarily scheduled to work shall be invalid if any such Employee completes 1,000 Hours of Service during an Eligibility Computation Period.)
Temporary Employees; Interns
|
o
|
Matching Contributions
(Describe the classification(s) of Employees that will be excluded from the Plan. Note that any classification that is directly or indirectly based on the number of Hours of Service that an Employee is customarily scheduled to work shall be invalid if any such Employee completes 1,000 Hours of Service during an Eligibility Computation Period.)
|
[
X
]
|
Employer Profit Sharing Contributions
(Describe the classification(s) of Employees that will be excluded from the Plan. Note that any classification that is directly or indirectly based on the number of Hours of Service that an Employee is customarily scheduled to work shall be invalid if any such Employee completes 1,000 Hours of Service during an Eligibility Computation Period.)
Temporary Employees; Interns |
o
|
Qualified Nonelective Contributions
(Describe the classification(s) of Employees that will be excluded from the Plan. Note that any classification that is directly or indirectly based on the number of Hours of Service that an Employee is customarily
|
(a)
|
1000 Hours of Service
(not more than 1,000)
will
be required to constitute a Year of Eligibility Service.
|
(b)
|
500 Hours of Service
(not more than 500 and less than the number specified in Option 1(a), above)
must be exceeded to avoid a Break in Eligibility Service.
|
Option 1:
[X]
|
Each Plan Year commencing with the Plan Year beginning during their initial Eligibility Computation Period.
|
Option 2:
o
|
The 12-consecutive month periods commencing on the anniversaries of their Employment Commencement Date.
|
Option3:
o
|
Not applicable. Either (1) all sources under the Plan have either a fractional year service requirement with no hours or no service requirement to participate in the Plan or (2) the Elapsed Time method of determining service applies.
|
1.
|
Authorization of Elective Deferrals
|
2.
|
Limits on Elective Deferrals
|
a.
|
If Elective Deferrals are permitted under the Plan, a Contributing Participant may elect under a salary reduction agreement to have their Compensation reduced by the amount described below. Such amount will be contributed to the Plan by the Employer on behalf of the Contributing Participant
(select one):
|
Option 1:
[
X
]
|
An amount equal to a percentage of the Contributing Participant's Compensation from 1 percent to 100 percent in increments of .5 percent.
|
Option 2:
o
|
An amount of the Contributing Participant's Compensation not less than $ and not more than
$ _
|
Option 3:
o
|
An amount equal to a percentage of the Contributing Participant's Compensation from percent in increments of __ percent, or an amount of the Contributing Participant's Compensation not less than $__ and not more than $ _
|
Option
4:
o
|
An amount equal to a dollar amount or percentage of the Contributing Participant's Compensation not to exceed the limits imposed by Code sections 401(k), 402(g), 404, and 415.
|
b.
|
Notwithstanding item (a) above, if Elective Deferrals are permitted under the Plan, a Contributing Participant who is a Highly Compensated Employee may elect under a salary reduction agreement to have his or her Compensation reduced by an amount as described below
(select one):
|
Option
1:
o
|
An amount equal to a percentage of the Contributing Participant's Compensation from percent to _ percent in increments of __ percent.
|
Option 2:
o
|
An amount of the Contributing Participant's Compensation not less than$ and not more than $_ _
|
Option
3:
o
|
An amount equal to a percentage of the Contributing Participant's Compensation from __ percent to _ percent in increments of _ percent, or an amount of the Contributing Participant's Compensation not less than $ _ and not more than $ _
|
Option
4:
o
|
An amount equal to a dollar amount or percentage of the Contributing Participant's Compensation not to exceed the limits imposed by Code sections 401(k), 402(g), 404, and 415.
|
Option 5:
[X]
|
Not applicable. The provisions of item (a) above will apply.
|
3.
|
Separate Deferral Election for Bonuses
|
4.
|
Catch-up Contributions
|
5.
|
Ceasing Elective Deferrals
|
Option 1:
[
X
]
|
As of such times established by the Plan Administrator in a uniform and nondiscriminatory manner.
|
Option 2:
o
|
Monthly - As of the first day of any month.
|
Option 3:
o
|
Quarterly - As of the first day of any quarter.
|
Option 4:
o
|
Semi-Annually - As of the first day of the Plan Year and the first day of the seventh month of the Plan Year.
|
Option 5:
o
|
Annually - No sooner than as of the first day of the next Plan Year.
|
Option 6:
o
|
Other.
(Specify one or more dates occurring at least once per year, established in a uniform and nondiscriminatory manner.)
|
6.
|
Return as a Contributing Participant After Ceasing Elective Deferrals
|
Option 3:
o
|
Quarterly - As of the first day of any subsequent quarter.
|
Option 4:
o
|
Semi-Annually - As of the first day of the Plan Year and the first day of the seventh month of the Plan Year.
|
Option 5:
o
|
Annually - No sooner than as of the first day of the next Plan Year.
|
Option 6:
o
|
Other.
(Specify one or more dates occurring at least once per year, established in a uniform and nondiscriminatory manner.)
|
7.
|
Changing Elective Deferral Amounts
|
Option 2:
o
|
Monthly - As of the first day of the month.
|
Option 3:
o
|
Quarterly - As of the first day of any quarter.
|
Option 4:
o
|
Semi-Annually - As of the first day of the Plan Year and first day of the seventh month of the Plan Year.
|
Option 5:
o
|
Annually - No sooner than as of the first day of the next Plan Year.
|
Option 6:
o
|
Other.
(Specify one or more dates occurring at least once per year; established in a uniform and nondiscriminatory manner.)
|
8.
|
Claiming Excess Elective Deferrals
|
Option 2:
o
|
Other.
(Specify a date not later than April 15.)
|
9.
|
Authorization of Automatic Elective Deferrals
|
a.
|
Will
the automatic Elective Deferral enrollment provisions apply
(select one)?
|
Option 1:
[X]
|
Yes, the Automatic Contribution Arrangement (ACA) provisions in Plan Section 3.01(E)(1) will apply.
|
Option 2:
o
|
Yes, the Eligible Automatic Contribution Arrangement (EACA) provisions in Plan Section 3.01(E)(2) will apply.
|
Option 3:
o
|
No.
|
b.
|
Tax Character of Elective Deferrals - ACA/EACA
|
Option 1:
[X]
|
Pre-Tax Elective Deferrals.
|
Option 2:
o
|
Roth Elective Deferrals.
|
10.
|
ACAs and EACAs
|
a.
|
New Employees
|
Option 2:
o
|
Yes, for Employees who meet the eligibility requirements in Section Two, Part A of the Adoption Agreement on or after the Effective Date.
|
Option 3:
o
|
No.
|
b.
|
Current Employees
|
Option 1:
o
|
Yes, but only to those Employees who are not Contributing Participants (e.g., are deferring zero-percent).
|
Option 2:
o
|
Yes, but only to those Employees deferring less than the amount in item (c) below (including zero-percent).
|
Option 3:
o
|
Yes, for all current Employees who have met the eligibility requirements (including Contributing Participants and current Employees who are not Contributing Participants).
|
Option 4:
o
|
Yes, for the following current Employees who have met the eligibility requirements
(specify the classification of Employees who will be subject to automatic enrollment):
|
c.
|
Initial Amount of Automatic Elective Deferral
|
Option
1:
[
X
]
|
_
3
percent.
|
d.
|
Authorization of Automatic Elective Deferral Increase
|
Option
1:
[
X
]
|
Yes, by
1
percent per payroll once per year up to a maximum of
10
percent.
|
Option
2:
o
|
Yes, by $. per payroll once per year up to a maximum amount of $ _
|
Option
3:
o
|
Yes, by
(specify the amount, frequency, and maximum amount of the automatic Elective Deferral increase):
|
e.
|
Timing of Automatic Elective Deferral Increases
|
Option 1:
o
|
First day of each Plan Year.
|
Option 2:
o
|
First day of each calendar year.
|
Option
3:
o
|
Each anniversary of the Contributing Participant's initial deferral date.
|
Option 4:
o
|
The Contributing Participant's annual review date.
|
11.
|
Qualified Automatic Contribution Arrangement (QACA)
|
a.
|
Authorization of QACA
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
No.
|
b.
|
Tax Character of Elective Deferrals - QACA
|
Option 1:
o
|
Pre-Tax Elective Deferrals.
|
Option 2:
o
|
Roth Elective Deferrals.
|
c.
|
QACA Elective Deferral Rates
|
i.
|
Standard Percentage
|
|
Option 1
£
|
Option 2
£
|
Initial Rate
|
3%
|
___ %
(not less than three or more than ten)
|
Rate Two
|
4%
|
___ %
(not less than four or more than ten)
|
Rate Three
|
5%
|
___ %
(not less than five or more than ten)
|
Rate Four
|
6%
|
___ %
(not less than six or more than ten)
|
Rate Five
|
N/A
|
___ %
(not less than six or more than ten)
|
Rate Six
|
N/A
|
___ %
(not less than six or more than ten)
|
Rate Seven
|
N/A
|
___ %
(not less than six or more than ten)
|
Rate Eight
|
N/A
|
___ %
(not less than six or more than ten)
|
ii.
|
Comparison Percentage
|
Option 1:
o
|
Yes.
|
Option 2:
o
|
No.
|
d.
|
Timing of QACA Increases
|
i.
|
Initial Period
|
Option 1:
o
|
Yes, on the first day of the Plan Year.
|
Option 2:
o
|
Yes, on the first day of the calendar year.
|
Option 3:
o
|
Yes, on the anniversary of the Contributing Participant's initial deferral date.
|
Option 4:
o
|
Yes, on the Contributing Participant's annual review date.
|
Option 5:
o
|
Yes,
(specify the dates the QACA rate will increase during the Initial Period):
|
Option 6:
o
|
No.
|
ii.
|
Subsequent Periods
|
Option 1:
o
|
First day of each Plan Year.
|
Option 2:
o
|
First day of each calendar year.
|
Option
3:
o
|
Each anniversary of the Contributing Participant's initial deferral date.
|
Option 4:
o
|
The Contributing Participant's annual review date.
|
Option 5:
o
|
Other.
(Specify the dates the QACA rate will increase after the Initial Period.)
|
e.
|
Participants Entitled to Receive QACA Safe Harbor Contributions
|
Option 1:
o
|
Each Eligible Employee who is a non-Highly Compensated Employee.
|
Option 2:
o
|
All Eligible Employees.
|
f.
|
QACA ADP Test Safe Harbor Contribution
|
Option
1:
o
|
QACA Basic Matching Contribution.
|
Option 2:
o
|
QACA Enhanced Matching Contribution.
|
Option 3:
o
|
Other QACA Enhanced Matching Contribution.
|
Option
4:
o
|
QACA Safe Harbor Nonelective Contribution.
|
g.
|
QACA ACP Test Safe Harbor Matching Contributions
|
Option 1:
o
|
Yes. The Employer will make QACA ACP Test Safe Harbor Matching Contributions in the amount of
(select all that apply):
|
o
|
Percentage of Contribution Match.
|
o
|
Two-Tiered Percentage of Contribution Match.
|
o
|
A discretionary contribution that matches each Contributing Participant's Elective Deferrals that do not exceed a permissible percentage of the Contributing Participant's Compensation for the Plan Year.
|
Option 2:
o
|
Not applicable. The Employer will not make a QACA ACP Test Safe Harbor Matching Contribution unless necessary to do so in order to timely allocate Forfeitures.
|
h.
|
Recipient Plan
|
Option
1:
o
|
This Plan.
|
Option 2:
o
|
Other plan.
(Specify plan of the Employer.)
|
12.
|
Automatic Increase for Employees who are Not Automatically Enrolled or for Plans Without Automatic Enrollment
|
a.
|
Authorization to Increase Elective Deferrals Automatically
|
Option 2:
o
Yes, for Contributing Participants whose salary deferral agreements are below
|
Increases will occur by: percent of Compensation.
|
b.
|
Timing of Increasing Elective Deferrals Automatically
|
Option
1:
o
|
First day of each Plan Year.
|
Option 2:
o
|
First day of each calendar year.
|
Option 3:
o
|
Each anniversary of the Contributing Participant's initial deferral date.
|
Option 4:
o
|
The Contributing Participant's annual review date.
|
Option 5:
o
|
Other.
(Specify the dates the automatic Elective Deferral increases will occur.)
|
Part B.
|
Matching Contributions
|
1.
|
Authorization
of Matching Contributions
|
Option 1:
|
o
Yes, with respect to the following types of contributions
(select all that apply):
|
Option 2:
|
[
X
]
No.
|
2.
|
Matching Contributions and Catch-up Contributions
|
Option 1:
o
|
Yes.
|
Option 2:
o
|
No.
|
3.
|
Matching Contribution Formula
|
Option 1:
o
|
Discretionary Match.
|
Option 2:
o
|
Percentage of Contribution Match.
|
Option 3:
o
|
Two-Tiered Percentage of Contribution Match.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to _%
|
%
|
Tier 2
|
Greater than--- but less than or equal to %
|
%
|
Option 4:
o
|
Multi-Tiered Percentage of Contribution Match.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to
%
|
%
|
Tier2
|
Greater than but less than or equal to
%
|
%
|
Tier 3
|
Greater than but less than or equal to %
|
%
|
Tier4
|
Greater than
% %
|
%
%
|
Option 5:
o
|
Service Match.
|
o
|
Eligibility
|
o
|
Vesting Service (Periods of Service, if applicable) with the Employer as specified in the matching schedule below.
|
|
Elective Deferral Percentage
|
Matching Percentage3
|
Base Rate
|
Less than or equal to years (periods)
|
%
|
Tier2
|
Greater than_, but less than or equal to years (periods)
|
%
|
Tier 3
|
Greater than_, but less than or equal to years (periods)
|
%
|
Tier4
|
Greater than years (periods)
|
%
|
Option 6:
o
|
Discretionary Match by Location or Business Classification.
|
Option
7:
o
|
Other formula.
(Specify an amount equal to a percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) of each Qualifying Contributing Participant entitled thereto.)
|
4.
|
Supplemental Match
|
Option 1:
o
|
Yes.
|
Suboption (a):
|
o
Discretionary Match. That percentage of each Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) which the Employer, in its sole discretion, determines.
|
Suboption (b):
|
o
Other.
(Specify a supplemental Matching Contribution formula.)
|
5.
|
Matching Contribution Limit
|
6.
|
Additional Conditions for Receiving Matching Contributions
|
Option 1:
o
|
The following additional condition(s) apply
(select all that apply):
|
o
|
Service Requirement. The Contributing Participant completes at least
(complete one):
|
Option 2:
o
|
No additional conditions will apply.
|
1.
|
Application of Safe Harbor CODA
|
a.
|
Safe Harbor Provisions
|
b.
|
Participants Entitled to Receive Safe Harbor CODA Contributions
|
2.
|
ADP Test Safe Harbor Contributions
|
Option 1:
o
|
Basic Matching Contributions.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to 3%
|
100%
|
Tier 2
|
Greater than 3, but less than or equal to 5%
|
50%
|
Option 2:
[
X
]
|
Enhanced Matching Contributions.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to 4.5%
(not less than three)
|
100
|
Tier 2
|
Greater than _%, but less than or equal to _%
(not less than 100) (if greater than six, ACP testing will apply)
|
|
Option 3:
o
|
Other Enhanced Matching Contribution.
|
Option
4:
o
|
Safe Harbor Nonelective Contributions.
|
3.
|
ACP Test Safe Harbor Matching Contributions
|
Option 1:
o
|
Yes. The Employer will make ACP Test Safe Harbor Matching Contributions in the amount of
(select all that apply):
|
o
|
Percentage of Contribution Match.
|
Elective Deferral Percentage
|
Matching Percentage
|
Less than or equal to _%
(not more than six)
|
%
|
o
|
Two-Tiered Percentage of Contribution Match.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to _%
|
%
|
Tier 2
|
Greater than--- but less than or equal to %
|
%
|
o
|
A discretionary contribution that matches each Contributing Participant's Elective Deferrals that do not exceed a permissible percentage of the Contributing Participant's Compensation for the Plan Year.
|
Option 2:
[
X
]
|
Not applicable. The Employer will not make an ACP Test Safe Harbor Matching Contribution unless necessary to do so in order to timely allocate Forfeitures.
|
4.
|
Recipient Plan
|
Option 1:
[
X
]
|
This Plan.
|
Option 2:
o
|
Other plan.
(Specify plan of the Employer.)
|
1.
|
Authorization of Employer Profit Sharing Contributions
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
2.
|
Contribution Formula
(select one)
|
Option
1:
[
X
]
|
Discretionary Formula. For each Plan Year the Employer may contribute an amount to be determined from year to year.
|
Option
2:
o
|
Fixed Formula. _percent of the Compensation of all Qualifying Participants under the Plan for the Plan Year.
|
Option 3:
o
|
Fixed Percent of Profits Formula percent of the Employer's profits that are in excess of $ _
|
Option 4:
o
|
Discretionary Formula by Location or Business Classification. For each Plan Year the Employer may contribute an amount to be determined from year to year and that amount may vary for each location or business classification on a separate and individual basis.
|
3.
|
Allocation Formula
|
Option 1:
o
|
Pro Rata Formula. In the ratio that each Qualifying Participant's Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants for the Plan Year.
|
Option
2:
[
X
]
|
Flat Dollar Formula. In the same dollar amount for each Qualifying Participant.
|
Option 3:
o
|
Integrated Formula. Pursuant to the following integrated allocation formula described in Plan Section 3.04(B)(2)
(select one):
|
Suboption (a):
o
|
Excess Integrated Formula.
|
Suboption (b):
o
|
Base Integrated Formula.
|
Suboption (a):
o
|
The Taxable Wage Base.
|
Suboption (b
):
o
|
$
(a dollar amount less than the Taxable Wage Base).
|
Suboption (c):
o
|
percent
(not more than 100)
of the Taxable Wage Base.
NOTE:
If no suboption is selected, Suboption (a) will apply.
|
Option 4:
o
|
Uniform Points Formula. In the ratio that each Qualifying Participant's points for the Plan Year bears to the total points of all Qualifying Participants for the Plan Year.
|
(a)
|
points for each year of the Participant's age.
|
(b)
|
points for each of the Participant's years of service (Periods of Service, if applicable).
|
(i)
|
o
Service means eligibility service
|
(ii)
|
o
Service means vesting service
|
(c)
|
points for each $100 of the Participant's Compensation for the Plan Year.
|
Option 5:
o
|
Age-Weighted Formula. In the manner described below:
|
Step 1:
|
Determine each Qualifying Participant's number of points based upon the following formula:
|
Suboption (a):
o
|
7.5%
|
Suboption
(b):
o
|
8.0%
|
Suboption
(c):
o
|
8.5%
|
Step 3:
|
Make any reallocations as necessary to satisfy either the safe harbor formula for plans with a uniform points allocation or the general test described in Code section 40l(a)(4) and the corresponding Treasury Regulations concerning nondiscrimination in the amount of Employer Profit Sharing Contributions. Identify whether the safe harbor or general test will be satisfied
(select one):
|
Suboption (a):
o
|
Safe harbor reallocations may be made as necessary as described in Plan Section 3.04(B)(8)(b).
|
Suboption (b):
o
|
General test reallocations may be made as necessary as described in Plan Section 3.04(B)(8)(c).
|
Option 6:
o
|
New Comparability Formula. As described in Plan Section 3.04(B)(9)
(select one):
|
Suboption (a):
o
|
Individual Allocation Groups. Each Qualifying Participant will constitute a separate allocation group.
|
Suboption (b):
o
|
Pre-Determined Allocation Groups.
(Complete the following.)
|
1.
|
Qualifying Participants will be divided into the following groups (one or more) with the same allocation ratio.
(Specify the groups by category of Qualifying Participant, including both Highly Compensated Employees and non-Highly Compensated Employees.)
|
2.
|
Employer Profit Sharing Contributions will be allocated to the Individual Accounts of Qualifying Participants in each Allocation Group as follows
(select one):
|
Option 1:
o
|
Pro Rata Formula. In the ratio that each Qualifying Participant's Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants in the applicable allocation group for the Plan Year.
|
Option 2:
o
|
Flat Dollar Formula. In the same dollar amount for each Qualifying Participant in the applicable allocation group.
|
Suboption (c):
o
|
Age and/or service weighted formula
(select one):
|
Option 1:
o
|
Contributions will be allocated based on the following Years of Vesting Service:
|
Years of Vesting Service (identify categories)
|
Allocation Rate
|
Option 2:
o
|
Contributions will be based on the following age of the Participant:
|
Age (Identify categories)
|
Allocation Rate
|
Option 3:
o
|
Contributions will be based on the following sum of the age of the Participant and Years of Vesting Service:
|
Sum of Age and Years of Vesting Service (Identify categories)
|
Allocation Rate
|
A.
|
Interest Rate Assumption and Mortality Table:
|
1.
|
Interest Rate. The pre-retirement and post-retirement interest rate assumption will be
(select one):
|
2.
|
Mortality Table. The mortality table will be
(select one):
|
B.
|
Minimum Allocation Requirements
|
Option 1:
o
|
The Plan will provide benefits that satisfy the broadly available requirements described in Plan Section 3.04(B)(10)(a).
|
Option 2:
o
|
Suboption (c) of this Option 6 has been selected and the formula, as completed, will provide benefits that satisfy the gradually increasing age and/or service requirements as described in Plan Section 3.04(B)(10)(b).
|
Option 3:
o
|
The Plan will satisfy the minimum allocation gateway method identified below
(select one):
|
Suboption (a):
o
|
Provide each non-Highly Compensated Employee with a minimum allocation of at least 5 percent of the non-Highly Compensated Employee's Compensation (if the definition of Compensation is not within the meaning of Code section 415(c)(3), a definition which satisfies Code section 415(c)(3) will apply).
|
Suboption (b):
o
|
Provide each non-Highly Compensated Employee with a minimum allocation so that each non-Highly Compensated Employee has an allocation rate of at least one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate.
|
Suboption (c):
o
|
Provide each non-Highly Compensated Employee with a minimum allocation equal to the lesser of the amount described in Suboption (a) or Suboption (b) above.
|
Suboption
(
d):
o
|
Reallocate contributions allocated to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated Employee equals at least one-third of the allocation rate of the highest compensated Highly Compensated Employee with the highest allocation rate in the manner described in Plan Section 3.04(B)(10)(c)(i).
|
Suboption (e):
o
|
Reallocate contributions allocated to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated Employee equals at least 5 percent of the non-Highly Compensated Employee's Compensation (if the definition of Compensation is not within the meaning of Code section 415(c)(3), a definition which satisfies Code section 415(c)(3) will apply) in the manner described in Plan Section 3.04(B)(10)(c)(ii).
|
Suboption (f):
o
|
Reallocate preliminary contributions or hypothetical contributions paid to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated Employee equals the lesser of the amount described in Suboption (f) or Suboption (f) above.
|
4.
|
Supplemental Employer Profit Sharing Contribution
|
Option 1:
o
|
Yes.
|
5.
|
Additional Conditions for Receiving Employer Profit Sharing Contributions
|
Option 1:
|
[X
] The following additional condition(s) apply
(select all that apply):
|
[
X
]
|
Service Requirement. The Participant completes at least
(complete one):
|
[
X
]
|
The Participant's death.
|
[
X
]
|
The Participant's Termination of Employment after having incurred a Disability.
|
[
X
]
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
[
X
]
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant is employed on the last day of the Plan Year.
|
[
X
]
|
Last Day Requirement. The Participant is an Employee of the Employer on the last day of the Plan Year. However, this condition will be waived for the following reason(s) (select all that apply):
|
[
X
]
|
The Participant's death.
|
[
X
]
|
The Participant's Termination of Employment after having incurred a Disability.
|
[
X
]
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
[
X
]
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant's Termination of Employment after having completed at least (complete one):
|
6.
|
Contributions to Non-Highly Compensated Disabled Participants
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
No.
|
7.
|
Employer Prevailing Wage Contributions
|
a.
|
Authorization of Employer Prevailing Wage Contributions
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
No.
|
b.
|
Contribution Offset
|
c.
|
Employer Prevailing Wage Contributions to Participants who are Highly Compensated Employees
|
Option 1:
o
|
Yes.
|
d.
|
Employer Prevailing Wage Contributions Designation
|
Option 1:
o
|
Qualified Nonelective Contributions.
|
Option 2:
o
|
Employer Profit Sharing Contributions.
|
1.
|
Qualified Nonelective Contribution Formula
|
2.
|
Allocation of Qualified Nonelective Contributions
|
Option 1:
o
|
Pro Rata. In the ratio that each Qualifying Participant's Compensation for the applicable Plan Year bears to the total Compensation of all Qualifying Participants for such Plan Year.
|
Option 2:
o
|
Limited Pro Rata. In the ratio that each Qualifying Participant's Compensation not in excess of $ for the applicable Plan Year bears to the limited total Compensation of all Qualifying Participants entitled to an allocation for such Plan Year.
|
3.
|
Participants Entitled to Qualified Nonelective Contributions
|
a.
|
Participants Eligible for Qualified Nonelective Contributions
|
Option 1:
o
|
Non-Highly Compensated Employee Participants.
|
Option 2:
o
|
All Participants.
|
b.
|
Additional Conditions for Receiving Qualified Nonelective Contributions
|
Option 1:
o
|
The following additional condition(s) apply
(select all that apply):
|
o
|
Service Requirement. The Participant completes at least
(complete one):
|
o
|
The Participant's death.
|
o
|
The Participant's Termination of Employment after having incurred a Disability.
|
o
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
o
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant is employed on the last day of the Plan Year.
|
o
|
Last Day Requirement. The Participant is an Employee of the Employer on the last day of the Plan Year.
|
o
|
The Participant's Termination of Employment after having incurred a Disability.
|
o
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
o
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant's Termination of Employment after having completed at least
(complete one):
|
Option 2:
o
|
No additional conditions will apply.
|
1.
|
Qualified Matching Contribution Formula
|
a.
|
For each Plan Year, can the Employer contribute an amount to be determined as a Qualified Matching Contribution
(select one)?
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
b.
|
Qualified Matching Contributions
|
o
|
Nondeductible Employee Contributions.
|
c.
|
Qualified Matching Contribution Formula
|
Option 1:
o
|
Percentage of Contribution Match.
|
Matching Percentage
|
%
|
Elective Deferral Percentage Less than or equal to
|
%
|
Option 2:
o
|
Two-Tiered Percentage of Contribution Match.
|
|
Elective Deferral Percentage
|
Matching Percentage
|
Base Rate
|
Less than or equal to _%
|
%
|
Tier 2
|
Greater than _% but less than or equal to _%
|
%
|
Option 3:
[
X
]
|
Such amount, if any, as determined by the Employer in its sole discretion, equal to that percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) of each Contributing Participant entitled thereto that would be sufficient to cause the Plan to satisfy either the Actual Deferral Percentage test (described in Plan Section 3.13) or the Actual Contribution Percentage test (described in Plan Section 3.14) for the Plan Year, or both.
|
Option 4:
o
|
Other formula.
(Specify an amount equal to a percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) of each Contributing Participant entitled thereto.)
|
2.
|
Qualified Matching Contribution Limit
|
3.
|
Participants Entitled to Qualified Matching Contributions
|
a.
|
Contributing Participants Eligible for Qualified Matching Contributions
|
Option 1:
[
X
]
|
Each Contributing Participant who makes Elective Deferrals (and Nondeductible Employee Contributions, if applicable) and who is a non-Highly Compensated Employee.
|
Option 2:
o
|
All Contributing Participants who make Elective Deferrals (and Nondeductible Employee Contributions, if applicable).
|
b.
|
Additional Conditions for Receiving Qualified Matching Contributions
|
Option 1:
o
|
The following additional condition(s) apply
(select all that apply):
|
o
|
Service Requirement. The Participant completes at least
(complete one):
|
o
|
The Participant's death.
|
o
|
The Participant's Termination of Employment after having incurred a Disability.
|
o
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
o
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant is employed on the last day of the Plan Year.
|
o
|
Last Day Requirement. The Participant is an Employee of the Employer on the last day of the Plan Year.
|
o
|
The Participant's death.
|
o
|
The Participant's Termination of Employment after having incurred a Disability.
|
o
|
The Participant's Termination of Employment after having reached Normal Retirement Age.
|
o
|
The Participant's Termination of Employment after having reached Early Retirement Age.
|
o
|
The Participant's Termination of Employment after having completed at least
(complete one):
|
Option 2:
[
X
]
|
No additional conditions will apply.
|
1.
|
Rollover Contributions
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
Yes, unless such Employee is part of any excluded class of Employees.
|
a.
|
Direct Rollovers
|
i.
|
Sources of Eligible Rollover Distributions
|
1.
|
A qualified plan described in Code section 401(a) or 403(a). [
X
] Yes
o
No
|
2.
|
An annuity contract described in Code section 403(b). [
X
] Yes
o
No
|
3.
|
An eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. [
X
] Yes
o
No
|
b.
|
Indirect Rollovers
|
i.
|
Sources of Eligible Rollover Distributions
|
1.
|
A qualified plan described in Code section 401(a) or 403(a). [
X
] Yes
o
No
|
2.
|
An annuity contract described in Code section 403(b). [
X
] Yes
o
No
|
3.
|
An eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. [
X
] Yes
o
No
|
ii.
|
Indirect Rollover of Earnings on Roth Elective Deferrals
|
Option 1:
o
|
Yes.
|
Option 2:
[
X]
|
No.
|
c.
|
Rollover Contributions from IRAs
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
2.
|
Nondeductible Employee Contributions
|
Option 1:
o
|
Yes, but Nondeductible Employee Contributions will not be mandatory.
|
Option 2:
o
|
Yes and Nondeductible Employee Contributions will be mandatory.
|
3.
|
Top-Heavy Contributions
|
a.
|
Minimum Allocation or Benefit
|
Option 1:
[
X
]
|
To this Plan
(select one):
|
Suboption (a):
[
X
]
|
The top-heavy minimum will offset Employer Profit Sharing Contributions, if any, made pursuant to Part D above.
|
Suboption (b):
o
|
The top-heavy minimum will not offset Employer Profit Sharing Contributions, if any, made pursuant to Part D above.
|
Option 2:
o
|
To the following plan maintained by the Employer:
|
Option 3:
o
|
In accordance with the following method:
(Provide language describing the method that will be used to satisfy Code section 416. Such method must preclude Employer discretion.)
|
b.
|
Participants Entitled to Receive Minimum Allocation
|
Option 1:
[
X
]
|
Participants who are not Key Employees.
|
Option 2:
o
|
All
Participants.
|
c.
|
Top-Heavy Ratio
|
Option 1:
[
X
]
|
Not applicable because the Employer has not maintained a defined benefit plan.
|
Option 2:
o
|
The interest rate and mortality table specified for this purpose in the defined benefit plan.
|
Option 3:
o
|
Interest rate of
percent and the following mortality table
(specify):
|
Option 1:
o
|
Prior-Year Testing Method.
|
Suboption (a):
o
|
3 percent.
|
Suboption (b):
o
|
Such first Plan Year's ADP.
|
Option 2:
[
X
]
|
Current-Year Testing Method.
|
Option 1:
o
|
Prior-Year Testing Method.
|
Suboption (a):
o
|
3 percent.
|
Suboption (b):
o
|
Such first Plan Year's ACP.
|
Option 2:
[
X
]
|
Current-Year Testing Method.
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
YEARS OF VESTING
SERVICE (PERIODS OF SERVICE, IF APPLICABLE) |
VESTED PERCENTAGE
|
|||||
Matching
|
Option 1
£ |
Option 2
£ |
Option 3
£ |
Option 4
£ (Complete if chosen) |
Option
5
o (Complete if chosen) |
|
Less than One
|
100
|
%
|
0%
|
0%
|
%
|
%
|
1
|
100
|
%
|
0%
|
0%
|
%
|
%
|
2
|
100
|
%
|
0%
|
20%
|
% (not less than 20%)
|
%
|
3
|
100
|
%
|
100%
|
40%
|
% (not less than 40%)
|
100%
|
4
|
100
|
%
|
100%
|
60%
|
% (not less than 60%)
|
100%
|
5
|
100
|
%
|
100%
|
80%
|
% (not less than 80%)
|
100%
|
6
|
100
|
%
|
100%
|
100%
|
100%
|
100%
|
YEARS OF VESTING
SERVICE (PERIODS OF SERVICE, IF APPLICABLE) |
VESTED PERCENTAGE
|
|||||
Profit Sharing
|
Option 1
o |
Option 2
[ X ] |
Option 3
|
Option 4
£ (Complete if chosen) |
Option
5
o (Complete if chosen) |
|
Less than One
|
100
|
%
|
0%
|
0%
|
%
|
%
|
1
|
100
|
%
|
0%
|
0%
|
--%
|
%
|
2
|
100
|
%
|
0%
|
20%
|
% (not less than 20%)
|
%
|
3
|
100
|
%
|
100%
|
40%
|
% (not less than 40%)
|
100%
|
4
|
100
|
%
|
100%
|
60%
|
% (not less than 60%)
|
100%
|
5
|
100
|
%
|
100%
|
80%
|
% (not less than 80%)
|
100%
|
6
|
100
|
%
|
100%
|
100%
|
100%
|
100%
|
YEARS OF VESTING
SERVICE (PERIODS OF SERVICE, IF APPLICABLE) |
VESTED PERCENTAGE
|
||||
QACA
|
Option 1
£ |
Option 2
£ |
Option 3
£ |
(Complete if chosen)
|
|
Less than One
|
100
|
%
|
0%
|
0%
|
|
1
|
100
|
%
|
0%
|
0%
|
|
2
|
100
|
%
|
100%
|
20%
|
|
Option 1:
[
X
]
|
The Plan Year.
|
Option 2:
o
|
The 12-consecutive month period commencing with the Employee's Employment Commencement Date and each successive 12-month period commencing on the anniversaries of the Employee's Employment Commencement Date.
|
Option 3:
o
|
Other.
(Specify.
|
Option 4:
o
|
Not applicable. The Elapsed Time method of determining service applies.
|
Option 1:
[
X
]
|
The Hours of Service method of determining service applies.
(Complete the following.)
|
(a)
|
1000 Hours of Service
(not more than 1,000)
will be required to constitute a Year of Vesting Service.
|
(b)
|
500 Hours of Service
(not more than 500 but less than the number specified in Option 1(a), above)
must be exceeded to avoid a Break in Vesting Service.
|
Option 2:
o
|
Not applicable. The Elapsed Time method of determining service applies.
|
o
|
Years of Vesting Service (Periods of Service, if applicable) before the Employee reaches age 18.
|
o
|
Years of Vesting Service (Periods of Service, if applicable) before the Employer maintained this Plan or a predecessor plan.
|
o
|
Years of Vesting Service (Periods of Service, if applicable) during a period for which the Employee made no mandatory Nondeductible Employee Contributions.
|
1.
|
The Employee dies.
[
X
]
Yes
o
No
|
2.
|
The Employee incurs a Disability.
[
X
]
Yes
o
No
|
3.
|
The Employee satisfies the conditions for Early Retirement Age
(if applicable).
o
Yes
o
No
|
Option 1:
o
|
Yes.
|
Option 2:
o
|
No.
|
Option 3:
[
X
]
|
Not applicable. Individuals become 100 percent Vested upon Disability under the terms of the Plan.
|
Option 1:
o
|
Allocated to the Individual Accounts of the Participants specified below in the ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for such Plan Year.
|
Option 2:
[
X
]
|
Applied to reduce Employer Contributions.
|
Option 1:
o
|
Allocated to the Individual Accounts of non-Highly Compensated Employees who are Qualifying Contributing Participant.
|
Option 2:
[
X
]
|
Applied to reduce Employer Contributions.
|
Option 1:
o
|
Allocated to the Individual Accounts of the Participants specified below in the manner described in Plan Section 3.04(B) (for Employer Profit Sharing Contributions).
|
Option 2:
[
X
]
|
Applied to reduce Employer Contributions.
|
1.
|
Distributions Upon Termination of Employment
|
a.
|
Individual Account Balances Less Than or Equal to the Cashout Level
|
i.
|
Cashout Level for Terminated Participants
|
Option 1:
[
X
]
|
$5,000.
|
Option 2:
o
|
$1,000.
|
Option 3:
o
|
$200.
|
Option 4:
o
$
|
(specify an amount less than $1,000).
|
Option 5:
o
|
Not applicable. The cashout distribution provisions in Plan Section 4.01(C)(1) will not apply.
|
b.
|
Individual Account Balances Exceeding Cashout Level
|
i.
|
Employee Has Not Reached Normal Retirement Age
|
Option 1:
[
X
]
|
Yes, with respect to the following contributions.
(Select all that apply.)
|
o
|
Matching Contributions
(if applicable).
|
ii.
|
Severance from Employment
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
2.
|
Distributions During Employment
|
a.
|
In-Service Withdrawals
|
i.
|
In-Service Availability for Elective Deferrals In General
|
o
|
Yes, if he or she has attained Normal Retirement Age.
|
ii.
|
In-Service Availability for Elective Deferrals Due to Deemed Severance from Employment
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
iii.
|
In-Service Availability for Employer Contributions
|
(A)
|
Will a Participant be entitled to request an in-service distribution of their Individual Account attributable to Matching Contributions and Employer Profit Sharing Contributions
(select one)?
|
Option 1:
|
[
X
]
Yes, with respect to the following contributions
(select all that apply and complete the table below):
|
o
|
Matching Contributions.
|
Option 2:
o
|
No.
|
|
Matching Contributions
|
Employer Profit Sharing Contributions
|
Upon attainment of age 59½.
|
|
√
|
Upon attainment of Normal Retirement Age.
|
|
|
Upon attainment of age
(specify an age other than age 59½):
|
|
|
Upon reaching a Vested percentage equal to 100 percent.
|
|
|
After contributions have been allocated to the Plan for a period of years equal to
(must be at least two):
|
|
|
After participating in the Plan for a period of years equal to
(must be at least five unless the applicable contributions have been allocated to the Plan for at least two years as specified in the box above):
|
|
|
After participating in the Plan for a period of years equal to (a) and attaining age (b).
|
(a)
(b)
|
(a)
(b)
|
After becoming 100 percent Vested, participating in the Plan for a period of years equal to (a) and attaining age (b).
|
(a)
(b)
|
(a)
(b)
|
(B)
|
The maximum number of in-service withdrawals that may be taken while a Participant is employed by the Employer is
(select all that apply):
|
o
|
Unlimited.
(Select all that apply.)
|
o
|
Matching Contributions.
|
o
|
Employer Profit Sharing Contributions.
|
o
|
Matching Contributions.
(Specify the actual number that applies (e.g., one per Plan Year).)
|
b.
|
Hardship Withdrawals
|
i.
|
Hardship Availability for Elective Deferrals
|
Option 1:
[
X
]
|
Yes, with respect to the following Elective Deferrals
(select all that apply):
|
Option 2:
o
|
No.
|
ii.
|
Hardship Availability for Matching Contributions and Employer Profit Sharing Contributions
|
o
|
Yes, with respect to the following contributions and only with respect to an Employee who is 100 percent Vested in their Individual Account attributable to such contributions
(select all that apply):
|
o
|
Matching Contributions.
|
o
|
Employer Profit Sharing Contributions.
|
o
|
Yes, with respect to the following contributions and only with respect to an Employee who has participated in the Plan for
or more years and has attained age
(select all that apply):
|
o
|
Matching Contributions.
|
o
|
Employer Profit Sharing Contributions.
|
o
|
Yes, with respect to the following contributions and only with respect to an Employee who is 100 percent Vested in their Individual Account attributable to such contributions and has participated in the Plan for ____ or more years and has attained age
(select all that apply):
|
o
|
No.
|
Suboption (a):
o
|
The definition of hardship described in Plan Section 5.01(C)(2)(a) will apply with respect to the following types of contributions, therefore an Employee's Elective Deferrals (and Nondeductible Employee Contributions, if applicable) will not be suspended for six months
(select all that apply):
|
Suboption (b):
o
|
The safe harbor definition of hardship distribution described in Plan Section 5.01(C)(2)(b) will apply with respect to the following types of contributions, except that an Employee's Elective Deferrals (and Nondeductible Employee Contributions, if applicable) will not be suspended for six months
(select all that apply):
|
Suboption (c):
[
X
]
|
The safe harbor definition of hardship distribution described in Plan Section 5.01(C)(2)(b) will apply with respect to the following types of contributions, including the requirement that an Employee's Elective Deferrals (and Nondeductible Employee Contributions, if applicable) will be suspended for six months
(select all that apply):
|
iii.
|
Hardship Availability Due to Beneficiary Hardship
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
No.
|
3.
|
Miscellaneous Distribution Issues
|
a.
|
Withdrawals of Rollover Contributions
|
Option 2:
o
|
No.
|
b.
|
Withdrawals of Elective Transfer Contributions
|
Option 2:
o
|
No.
|
c.
|
Disability
|
Option 1:
o
|
Yes, with respect to the following contributions.
(Select all that apply.)
|
o
|
Elective Deferrals.
|
o
|
Matching Contributions.
|
o
|
Employer Profit Sharing Contributions.
|
d.
|
Qualified Reservist Distributions
|
Option 2:
o
|
No.
|
e.
|
Permissible Withdrawals of EACA or QACA Elective Deferrals
|
i.
|
Authorization of Permissible Withdrawals
|
Option 1:
o
|
Yes, for all automatically enrolled Participants.
|
Option 2:
o
|
Yes, but only for automatically enrolled Participants who have no other Elective Deferrals in the Plan.
|
Option 3:
o
|
No.
|
ii.
|
Permissible Withdrawal Period
|
Option 1:
o
|
30 days following the date the first automatic contribution was made.
|
Option 2:
o
|
45 days following the date the first automatic contribution was made.
|
Option 3:
o
|
90 days following the date the first automatic contribution was made.
|
Option 4:
o
|
(specify a number between 30 and 90)
days following the date the first automatic contribution was made.
|
1.
|
Involuntary Cashout Distributions Upon Termination of Employment
|
Option 1:
[
X
]
|
Paid in a lump sum distribution.
|
Option 2:
o
|
Paid in a Direct Rollover to an individual retirement account
(as defined in Code sections 408(a) and 408(b)).
|
2.
|
Voluntary Distributions
|
a.
|
Lump Sum
|
Option 2:
o
|
No.
|
b.
|
Partial Payments
|
Option 1:
o
|
Yes.
|
c.
|
Installment Payments
|
Option 1:
o
|
Yes.
|
d.
|
Annuity Contracts
|
Option 1:
o
|
Yes.
|
1.
|
Death, Disability or Attainment of Normal Retirement Age
|
Option 1:
[
X
]
|
The date the Participant (or Beneficiary of a deceased Participant) requests a distribution.
|
Option 2:
o
|
The next valuation date after the Participant (or Beneficiary of a deceased Participant) requests a distribution.
|
Option 3:
o
|
The last day of the Plan Year within which the Participant (or Beneficiary of a deceased Participant) requests a distribution.
|
Option 4:
o
|
The last day of the Plan Year within which the Participant (or Beneficiary of a deceased Participant) requests a distribution or the Participant requests a distribution and incurs
(not more than five)
consecutive one-year Breaks in Vesting Service, whichever is later.
|
2.
|
Termination of Employment or Severance from Employment
|
Option 1:
[
X
]
|
The date the Participant requests a distribution.
|
Option 2:
o
|
The next valuation date after the Participant requests a distribution.
|
Option 3:
o
|
The last day of the Plan Year within which the Participant requests a distribution.
|
Option 4:
o
|
The last day of the Plan Year within which the Participant requests a distribution or the Participant requests a distribution and incurs
(not more than five)
consecutive one-year Breaks in Vesting Service, whichever is later.
|
1.
|
Election to Apply Five-Year Rule to Distributions to Designated Beneficiaries
|
Option 1:
o
|
Yes. If the Participant dies before distributions have begun and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Plan Section 5.05(D)(2), but the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse have begun, this election will apply as if the surviving Spouse were the Participant.
|
Option 2:
[
X
]
|
No.
|
Suboption (a):
o
|
All distributions.
|
2.
|
Election to Permit Beneficiaries to Elect Five-Year Rule
|
Option 1:
[
X
]
|
Yes. Beneficiaries may elect on an individual basis whether the five-year rule or the life expectancy rule in Plan Section 5.05(D)(2) applies to distributions after the death of a Participant who has a Designated Beneficiary.
|
Option 2:
o
|
No. Distributions will be made in accordance with Plan Section 5.05(D)(2) and, if applicable, item 1 above.
|
1.
|
Retirement Equity Act Safe Harbor
|
Option 2:
o
|
No.
|
2.
|
Survivor Annuity Percentage
(Complete only if Option 2 is selected in item 1 above or if certain Plan assets (e.g., transfer contributions) are subject to the Retirement Equity Act annuity requirements.)
|
Option 2:
o
|
No.
|
1.
|
Base Definition
|
|
Elective Deferrals
|
Matching Contributions
|
Employer Profit Sharing Contributions
|
Not applicable.
|
|
|
|
W-2 Wages.
|
|
|
|
3401(a) Wages.
|
|
|
|
415 Safe-Harbor Compensation.
|
√
|
|
√
|
2.
|
Determination Period
|
|
Elective Deferrals
|
Matching Contributions
|
Employer Profit Sharing Contributions
|
Not applicable.
|
|
√
|
|
Plan Year.
|
√
|
|
√
|
Calendar year ending with or within the Plan Year.
|
|
|
|
Consecutive 12-month period, beginning on
(specify month and day)
|
|
|
|
3.
|
Pre-Entry Date Compensation
|
|
Elective Deferrals
|
Matching Contributions
|
Employer Profit Sharing Contributions
|
Not applicable.
|
|
√
|
|
Compensation from Entry Date.
|
|
|
|
Compensation for the full Determination Period.
|
√
|
|
√
|
4.
|
Inclusion in Compensation
|
a.
|
Elective Deferrals
|
b.
|
Deemed 125 Compensation
|
Option 2:
[
X
]
|
No.
|
5.
|
Exclusion from Compensation
|
a.
|
General Exclusions
|
|
Elective Deferrals
|
Matching Contributions
|
Employer Profit Sharing Contributions
|
a. Not applicable.
|
|
√
|
|
b. Bonuses.
|
|
|
|
c. Overtime.
|
√
|
|
√
|
d. Commissions.
|
|
|
|
e. Differential Wage Payments.
|
|
|
|
f.
Reimbursements or other expense allowances, fringe benefits (cash & noncash), moving expenses, deferred compensation and welfare benefits.
|
√
|
|
√
|
g. Other.
(Specify.)
bonuses and commissions other than bonuses and commissions/management based objective pay under the Employer's sales compensation program, and special pay
|
√
|
|
√
|
b.
|
Post-Severance Compensation
|
Option 1:
o
|
The inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that
can
be expected
to
result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
|
Option 2:
[
X
]
|
The inability to engage in any substantial, gainful activity in the Employee's trade or profession for which the Employee is best qualified through training or experience or as defined under the Employer's long term disability program.
|
1.
|
Top Paid Group Election
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
2.
|
Calendar Year Data Election
|
Option 1:
o
|
Yes.
|
Option 2:
[
X
]
|
No.
|
1.
|
Service for purposes of determining eligibility to participate in the Plan will be determined on the basis of
(select one):
|
Option 1:
o
|
Elapsed Time. An Employee will generally be credited for the aggregate of all time periods commencing with the Employee's first day of employment and ending on the date a Break in Service begins.
|
Option 2:
[
X
]
|
Hours of Service. An Employee will be credited for Hours of Service determined on the basis of
(select one):
|
Suboption (a):
o
|
Actual hours for which an Employee is paid or entitled to payment.
|
Suboption (c):
o
|
Equivalency-weeks worked. An Employee will be credited with 45 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the week.
|
Suboption
(
e
):
o
|
Equivalency - months worked. An Employee will be credited with 190 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the month.
|
2.
|
Service for purposes of determining if a Participant is a Qualifying Participant or Qualifying Contributing Participant (and therefore eligible to receive an Employer Contribution) will be determined on the basis of
(select one):
|
Option 1:
o
|
Elapsed Time. Each Qualifying Participant will share in Employer Contributions for the period beginning on the date the Employee commences participation under the Plan and ending on the date a Break in Service begins.
|
Option 2:
[
X
]
|
Hours of Service. An Employee will be credited for Hours of Service determined on the basis of
(select one):
|
Suboption (a):
o
|
Actual hours for which an Employee is paid or entitled to payment.
|
Suboption (c):
o
|
Equivalency - weeks worked. An Employee will be credited with 45 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the week.
|
Suboption (e):
o
|
Equivalency - months worked. An Employee will be credited with 190 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the month.
|
3.
|
Service for purposes of determining a Participant's Vested percentage will be determined on the basis of
(select one):
|
Option 1:
o
|
Elapsed Time. An Employee will generally be credited for the aggregate of all time periods commencing with the Employee's first day of employment and ending on the date a Break in Service begins.
|
Option 2:
[
X
]
|
Hours of Service. An Employee will be credited for Hours of Service determined on the basis of
(select one):
|
Suboption (a):
o
|
Actual hours for which an Employee is paid or entitled to payment.
|
Suboption (c):
o
|
Equivalency - weeks worked. An Employee will be credited with 45 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the week.
|
Suboption
(
e
):
o
|
Equivalency - months worked. An Employee will be credited with 190 Hours of Service if under the definition of Hours of Service such Employee would be credited with at least one Hour of Service during the month.
|
Option 1:
[
X
]
|
The Plan Year.
|
Option 2:
o
|
The calendar year.
|
Option 3:
o
|
Other 12-consecutive month period.
(Specify a 12-consecutive month period selected in a uniform and nondiscriminatory manner.)
|
Option 1:
o
|
The 12-consecutive month period which coincides with the Adopting Employer's tax year.
|
Option 2:
[
X
]
|
The calendar year.
|
Option 3:
o
|
The 52/53 week period ending on the last
(specify day of the week)
nearest
(specify month and day)
of each year.
|
Option 4:
o
|
Other 12-consecutive month period
(Specify a 12-consecutive month period selected in a uniform and nondiscriminatory manner.)
|
Option 1:
o
|
April 1 of the calendar year following the calendar year in which a Participant attains age 70½.
|
Option 2:
o
|
April I of the calendar year following the calendar year in which the Participant attains age 70½, except that distributions to a Participant (other than a five-percent owner) with respect to benefits accrued after
(specify month, day, and year)
must commence by April 1 of the calendar year following the later of the calendar year in which the Participant attains age 70½ or the calendar year in which the Participant retires.
|
Option 3:
[
X
]
|
The later of April I of the calendar year following the calendar year in which a Participant attains age 70½ or retires except that distributions to a five-percent owner must commence by April 1 of the calendar year following the calendar year in which the Participant attains age 70½.
|
(i)
|
o
a new annuity starting date upon recommencement.
|
(ii)
|
[
X
]
no new annuity starting date upon recommencement.
|
1.
|
Early Retirement Age
|
Option 1:
o
|
An Early Retirement Age is not applicable under the Plan.
|
Option 2:
[
X
]
|
A Participant satisfies the Plan's Early Retirement Age conditions by attaining age 55 and completing
6
Years of Vesting Service (Periods of Service, if applicable).
|
2.
|
Normal Retirement Age
|
Option 1:
[
X
]
|
Age 65
(not to exceed 65 or such later age as may be allowed under Code section 411(a)(8)).
|
Option 2:
o
|
The later of age
(not to exceed 65 or such later age as may be allowed under Code section 411(a)(8))
or the
(not to exceed fifth)
anniversary of the first day of the first Plan Year in which the Participant commenced participation in the Plan.
|
3.
|
Valuation Date
|
Option 1:
o
|
Daily.
|
Option 2:
o
|
The last day of the Plan Year and each other date designated by the Plan Administrator which is selected in a uniform and nondiscriminatory manner.
|
Option 3:
o
|
The last day of each Plan quarter.
|
Option
4:
o
|
The last day of each month.
|
Option
5:
[
X
]
|
Other.
(Specify one or more dates that are selected in a uniform and nondiscriminatory manner, including the last day of the Plan Year.)
|
Option 2:
[
X
]
|
No.
|
1.
|
Authorization
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
2.
|
Accounts Subject to Participant Direction
|
Option 1:
[
X
]
|
The entire Individual Account.
|
Option 2:
o
|
Those accounts that the Plan Administrator may designate from time to time in a uniform and nondiscriminatory manner.
|
Option 3:
o
|
The following accounts
(select all that apply):
|
o
|
Elective Deferral account.
|
o
|
Matching Contribution account.
|
o
|
Employer Profit Sharing Contribution account.
|
o
|
Rollover contribution account.
|
o
|
Transfer contribution account.
|
o
|
Other.
(Specify one or more of the accounts that may, in part, comprise a Participant's Individual Account under this Plan. Do not list any restrictions on Participant direction that would be deemed to restrict any benefits, rights, or features in a discriminatory manner prohibited under Code section 401(a)(4).)
|
3.
|
Frequency of Investment Changes
|
Option 1:
o
|
In accordance with uniform and nondiscriminatory rules established by the Plan Administrator or other Fiduciary.
|
Option 2:
[
X
]
|
Daily.
|
Option 3:
o
|
Monthly.
|
Option 4:
o
|
Quarterly.
|
Option 5:
o
|
Other.
(Specify one or more uniform and nondiscriminatory periods.)
|
4.
|
ERISA 404(c) Compliance
|
Option 1:
[
X
]
|
Yes.
|
Option 2:
o
|
No.
|
1.
|
Trustee Appointment
|
a.
|
Trustee
(Select one.)
|
Option 1:
[
X
]
|
Financial Organization as Trustee.
|
Option 2:
o
|
Individual Trustee(s).
|
Option 3:
o
|
Not applicable, a Trustee is not required to be named for this Plan
(select one).
|
Suboption (a):
o
|
Plan assets are invested solely in annuity contracts or insurance policies provided by an Insurer.
|
Name of Insurer
|
Address
|
Telephone
|
Title
|
Signature
|
|
|
|
|
|
Suboption (b):
o
|
This Plan is exempt from the trust requirements under BRISA section 403 (e.g., the Plan covers one or more self-employed individuals as defined in Code section 401(c)(1)).
|
b.
|
Type of Trustee
|
Option 1:
[
X
]
|
Directed Trustee,
|
Option 2:
o
|
Discretionary Trustee,
|
Option 3:
o
|
Not applicable, Option 3 was selected in Part 1(a) above,
|
c.
|
Trustee Signature
|
Name of Trustee
|
Vanguard Fiduciary Trust Company
|
Address
|
P.O. Box 2900, Valley Forge, PA 19482
|
Telephone
|
800 523-1188
|
Name
|
|
|
(type original name if different from name of Trustee above)
|
Title
|
|
Address
|
|
Telephone
|
|
Signature
|
|
Name of Trustee
|
|
Address
|
|
Telephone
|
|
Name
|
|
|
(type or print name if different from name of Trustee above)
|
Title
|
|
Signature
|
|
Name of Trustee
|
|
Address
|
|
Telephone
|
|
Name
|
|
|
(type or print name if different from name of Trustee above)
|
Title
|
|
Signature
|
|
2.
|
Trust Agreement
|
Option
1:
[
X
]
|
Trust provisions contained in Plan Section Eight.
|
Option 2:
o
|
Separate executed trust agreement attached hereto.
|
1.
|
Custodian Appointment
|
Financial Organization
|
Address Name
(type or print)
Title
|
Signature
|
|
|
|
2.
|
Custodial Agreement
|
Option
1:
o
|
Custodial provisions contained in Plan Section Eight.
|
Option 2:
o
|
Separate executed custodial agreement attached hereto.
|
Name of Plan Administrator
|
|
|
|
Address
|
|
|
|
|
|
|
|
City
|
State
|
Zip
|
Telephone
|
Name
(type or print)
|
|
|
|
|
|
|
|
Signature of Plan Administrator
|
Date Signed
|
|
|
[
X
]
|
Protected Benefits and Prior Plan Document Provisions Attachment.
|
o
|
Other Plan Information Attachment.
(If this box is checked, please describe the attachment(s).)
|
o
|
Special Effective Date(s) Attachment.
|
o
|
New Comparability Allocation Group(s) Attachment.
|
1.
|
I acknowledge that I have relied upon my own advisors regarding the completion of this Adoption Agreement and the legal tax implications of adopting this Plan;
|
2.
|
I understand that I should review this document carefully for accuracy and completeness as I have final responsibility for ensuring that the operational compliance requirements for the Plan are met; I understand that my failure to properly complete this Adoption Agreement may result in disqualification of the Plan;
|
3.
|
I understand that the Prototype Document Sponsor will inform me of any amendments made to the Plan and will notify me should it discontinue or abandon the Plan; and
|
4.
|
I have received a copy of this Adoption Agreement, the corresponding Basic Plan Document and, if applicable, any separate trust or custodial agreement used in lieu of the trust or custodial agreement contained in the Basic Plan Document.
|
Age Related Allocation Factors*
|
|
Interest Rate
|
|
Participant's Current Age
|
7.5%
|
8.0%
|
8.5%
|
1
|
0.991
|
0.714
|
0.515
|
2
|
1.066
|
0.771
|
0.559
|
3
|
1.146
|
0.833
|
0.606
|
4
|
1.232
|
0.899
|
0.658
|
5
|
1.324
|
0.971
|
0.714
|
6
|
1.423
|
1.049
|
0.775
|
7
|
1.530
|
1.133
|
0.840
|
8
|
1.645
|
1.223
|
0.912
|
9
|
1.768
|
1.321
|
0.989
|
10
|
1.901
|
1.427
|
1.074
|
11
|
2.043
|
1.541
|
1.165
|
12
|
2.197
|
1.665
|
1.264
|
13
|
2.361
|
1.798
|
1.371
|
14
|
2.539
|
1.942
|
1.488
|
15
|
2.729
|
2.097
|
I.614
|
16
|
2.934
|
2.265
|
1.751
|
17
|
3.154
|
2.446
|
1.900
|
18
|
3.390
|
2.641
|
2.062
|
19
|
3.644
|
2.853
|
2.237
|
20
|
3.918
|
3.081
|
2.427
|
21
|
4.212
|
3.327
|
2.634
|
22
|
4.527
|
3.594
|
2.857
|
23
|
4.867
|
3.881
|
3.100
|
24
|
5.232
|
4.192
|
3.364
|
25
|
5.624
|
4.527
|
3.650
|
26
|
6.046
|
4.889
|
3.960
|
Age Related Allocation Factors*
|
|
Interest Rate
|
|
27
|
6.500
|
5.280
|
4.297
|
28
|
6.987
|
5.703
|
4.662
|
29
|
7.511
|
6.159
|
5.058
|
30
|
8.075
|
6.652
|
5.488
|
31
|
8.680
|
7.184
|
5.954
|
32
|
9.331
|
7.758
|
6.461
|
33
|
10.031
|
8.379
|
7.010
|
34
|
10.783
|
9.049
|
7.606
|
35
|
11.592
|
9.773
|
8.252
|
36
|
12.462
|
10.555
|
8.953
|
37
|
13.396
|
11.400
|
9.714
|
38
|
14.401
|
12.311
|
10.540
|
39
|
15.481
|
13.296
|
11.436
|
40
|
16.642
|
14.360
|
12.408
|
41
|
17.890
|
15.509
|
13.463
|
42
|
19.232
|
16.750
|
14.607
|
43
|
20.674
|
18.090
|
15.849
|
44
|
22.225
|
19.537
|
17.196
|
45
|
23.892
|
21.100
|
18.658
|
46
|
25.684
|
22.788
|
20.244
|
47
|
27.610
|
24.611
|
21.964
|
48
|
29.681
|
26.580
|
23.831
|
49
|
31.907
|
28.706
|
25.857
|
50
|
34.300
|
31.002
|
28.055
|
51
|
36.872
|
33.483
|
30.439
|
52
|
39.638
|
36.161
|
33.027
|
53
|
42.611
|
39.054
|
35.834
|
54
|
45.806
|
42.178
|
38.880
|
55
|
49.242
|
45.553
|
42.185
|
56
|
52.935
|
49.197
|
45.770
|
57
|
56.905
|
53.133
|
49.661
|
58
|
61.173
|
57.383
|
53.882
|
59
|
65.761
|
61.974
|
58.462
|
60
|
70.693
|
66.932
|
63.431
|
61
|
75.995
|
72.286
|
68.823
|
62
|
81.695
|
78.069
|
74.673
|
63
|
87.822
|
84.315
|
81.020
|
64
|
94.408
|
91.060
|
87.907
|
65
|
101.489
|
98.345
|
95.379
|
Qualified Retirement Plan and Trust
|
Defined Contribution Basic Plan Document 03
|
DEFINITIONS
|
|
2009RMD
|
|
ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
|
|
ACTUAL CONTRIBUTION PERCENTAGE (ACP)
|
|
ACTUAL DEFERRAL PERCENTAGE (ADP)
|
|
ADOPTING EMPLOYER
|
|
ADOPTION AGREEMENT
|
|
ADP TEST SAFE HARBOR CONTRIBUTIONS
|
|
ALTERNATE PAYEE
|
|
ANNUAL ADDITIONS
|
|
ANNUITY STARTING DATE
|
|
AUTOMATIC CONTRIBUTION ARRANGEMENT (ACA)
|
|
BASIC MATCHING CONTRIBUTIONS
|
|
BASIC PLAN DOCUMENT
|
|
BENEFICIARY
|
|
BREAK IN ELIGIBILITY SERVICE
|
|
BREAK IN VESTING SERVICE
|
|
CATCH-UP CONTRIBUTIONS
|
|
CODE
|
|
COMPENSATION
|
|
CONTINGENT BENEFICIARY
|
|
CONTRIBUTING PARTICIPANT
|
|
CONTRIBUTION PERCENTAGE
|
|
CONTRIBUTION PERCENTAGE AMOUNTS
|
|
CUSTODIAN
|
|
DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
|
DEEMED SEVERANCE FROM EMPLOYMENT
|
|
DEFINED CONTRIBUTION DOLLAR LIMITATION
|
|
DESIGNATED BENEFICIARY
|
|
DETERMINATION DATE
|
|
DETERMINATION PERIOD
|
|
DIFFERENTIAL WAGE PAYMENT
|
|
DIRECT ROLLOVER
|
|
DIRECTED TRUSTEE
|
|
DISABILITY
|
|
DISCRETIONARY TRUSTEE
|
|
DISTRIBUTION CALENDAR YEAR
|
|
DOMESTIC RELATIONS ORDER
|
|
EARLIEST RETIREMENT AGE
|
|
EARLY RETIREMENT AGE
|
|
EARNED INCOME
|
|
EFFECTIVE DATE
|
|
ELAPSED TIME - Means
|
ELECTION PERIOD
|
|
ELECTIVE DEFERRALS
|
|
ELIGIBLE AUTOMATICE CONTRIBUTION ARRANAGMENT (EACA)
|
|
ELIGIBILITY COMPUTATION PERIOD
|
|
ELIGIBLE EMPLOYEE
|
|
ELIGIBLE EMPLOYER FOR SIMPLE 401(k) PLAN
|
|
ELIGIBLE PARTICIPANT
|
|
ELIGIBLE RETIREMENT PLAN
|
|
ELIGIBLE ROLLOVER DISTRIBUTION
|
|
EMPLOYEE
|
|
EMPLOYER
|
|
EMPLOYER CONTRIBUTION
|
|
EMPLOYER MONEY PURCHASE PENSION CONTRIBUTION
|
|
EMPLOYER PREVAILING WAGE CONTRIBUTION
|
|
EMPLOYER PROFIT SHARING CONTRIBUTION
|
|
EMPLOYMENT COMMENCEMENT DATE
|
|
ENHANCED MATCHING CONTRIBUTIONS
|
|
ENTRY DATES
|
|
ERISA
|
|
EXCESS AGGREGATE CONTRIBUTIONS
|
|
EXCESS ANNUAL ADDITIONS
|
|
EXCESS CONTRIBUTIONS
|
|
EXCESS ELECTIVE DEFERRALS
|
|
EXTENDED 2009 RMD
|
|
FIDUCIARY
|
|
FORFEITURE
|
|
FUND
|
|
HIGHEST AVERAGE COMPENSATION
|
|
HIGHLY COMPENSATED EMPLOYEE
|
|
HOURS OF SERVICE -
|
|
INDIRECT ROLLOVER
|
|
INDIVIDUAL ACCOUNT
|
|
INITIAL PERIOD
|
|
INITIAL PLAN DOCUMENT
|
|
INSURER
|
|
INVESTMENT FIDUCIARY
|
|
INVESTMENT FUND
|
|
KEY EMPLOYEE
|
|
LEASED EMPLOYEE
|
|
LIFE EXPECTANCY
|
|
LIMITATION YEAR
|
|
MASTER OR PROTOTYPE PLAN
|
|
MATCHING CONTRIBUTION
|
MAXIMUM PERMISSIBLE AMOUNT
|
|
MONTHS OF ELIGIBILITY SERVICE
|
|
NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
|
NORMAL RETIREMENT AGE
|
|
OWNER-EMPLOYEE
|
|
PARTICIPANT
|
|
PARTICIPANT’S BENEFIT
|
|
PARTICIPATING EMPLOYER
|
|
PERMISSIVE AGGREGATION GROUP
|
|
PERIOD OF SERVICE
|
|
PERIOD OF SEVERANCE
|
|
PLAN
|
|
PLAN ADMINISTRATOR
|
|
PLAN SEQUENCE NUMBER
|
|
PLAN YEAR
|
|
PRE-AGE 35 WAIVER
|
|
PRE-TAX ELECTIVE DEFERRALS
|
|
PRESENT VALUE
|
|
PRIMARY BENEFICIARY
|
|
PRIOR PLAN DOCUMENT
|
|
PROJECTED ANNUAL BENEFIT
|
|
PROTOTYPE DOCUMENT SPONSOR
|
|
QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
|
|
QACA ADP TEST SAFE HARBOR CONTRIBUTIONS
|
|
QACA BASIC MATCHING CONTRIBUTIONS
|
|
QACA ENHANCED MATCHING CONTRIBUTIONS
|
|
QACA SAFE HARBOR CONTRIBUTIONS
|
|
QACA SAFE HARBOR NONELECTIVE CONTRIBUTIONS
|
|
QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA)
|
|
QUALIFIED DOMESTIC RELATIONS ORDER
|
|
QUALIFIED ELECTION
|
|
QUALIFIED JOINT AND SURVIVOR ANNUITY
|
|
QUALIFIED MATCHING CONTRIBUTIONS
|
|
QUALIFIED NONELECTIVE CONTRIBUTIONS
|
|
QUALIFIED OPTIONAL SURVIVOR ANNUITY
|
|
QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
|
|
QUALIFYING CONTRIBUTING PARTICIPANT
|
|
QUALIFYING EMPLOYER SECURITY(IES)
|
|
QUALIFYING PARTICIPANT
|
|
RECIPIENT
|
|
RELATED EMPLOYER
|
|
REQUIRED AGGREGATION GROUP
|
|
REQUIRED BEGINNING DATE
|
ROTH ELECTIVE DEFERRALS
|
|
ROTH IRA
|
|
SAFE HARBOR CODA
|
|
SAFE HARBOR CONTRIBUTIONS
|
|
SAFE HARBOR NONELECTIVE CONTRIBUTIONS
|
|
SELF-EMPLOYED INDIVIDUAL
|
|
SEPARATE FUND
|
|
SEVERANCE FROM EMPLOYMENT
|
|
SEVERANCE FROM SERVICE DATE
|
|
SIMPLE 401(k) YEAR
|
|
SIMPLE IRA
|
|
SPOUSE
|
|
STRAIGHT LIFE ANNUITY
|
|
TAXABLE WAGE BASE
|
|
TERMINATION OF EMPLOYMENT
|
|
TOP-HEAVY PLAN
|
|
TRADITIONAL IRA
|
|
TRUSTEE
|
|
VALUATION DATE
|
|
VESTED
|
|
VESTED ACCOUNT BALANCE
|
|
YEAR OF ELIGIBILITY SERVICE
|
|
YEAR OF VESTING SERVICE
|
|
SECTION ONE. EFFECTIVE DATES
|
|
SECTION TWO. ELIGIBILITY REQUIREMENTS
|
|
2.01 ELIGIBILITY TO PARTICIPATE
|
|
2.02 PLAN ENTRY
|
|
2.03 TRANSFER TO OR FROM AN INELIGIBLE CLASS
|
|
2.04 RETURN AS AP ARTICIPANT AFTER A BREAK IN ELIGIBILITY SERVICE
|
|
2.05 DETERMINATIONS UNDER THIS SECTION
|
|
2.06 TERMS OF EMPLOYMENT
|
|
SECTION THREE. CONTRIBUTIONS
|
|
3.01 ELECTIVE DEFERRALS
|
|
3.02 MATCHING CONTRIBUTIONS
|
|
3.03 SAFE HARBOR CODA
|
|
3.04 EMPLOYER CONTRIBUTIONS
|
|
3.05 QUALIFIED NONELECTIVE CONTRIBUTIONS
|
|
3.06 QUALIFIED MATCHING CONTRIBUTIONS
|
|
3.07 ROLLOVER CONTRIBUTIONS
|
|
3.08 TRANSFER CONTRIBUTIONS
|
|
3.09 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
|
3.1 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
|
3.11 OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS
|
3.12 LIMITATION ON ALLOCATIONS
|
|
3.13 ACTUAL DEFERRAL PERCENTAGE TEST (ADP)
|
|
3.14 ACTUAL CONTRIBUTION PERCENTAGE TEST (ACP)
|
|
SECTION FOUR. VESTING AND FORFEITURES
|
|
4.01 DETERMINING THE VESTED PORTION OF PARTICIPANT INDIVIDUAL ACCOUNTS
|
|
4.02 100 PERCENT VESTING OF CERTAIN CONTRIBUTIONS
|
|
4.03 FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
|
|
4.04 FORFEITURES OF QACA ADP TEST SAFE HARBOR CONTRIBUTIONS AND QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
|
|
SECTION FIVE. DISTRIBUTIONS AND LOANS TO PARTICIPANTS
|
|
5.01 DISTRIBUTIONS
|
|
5.02 FORM OF DISTRIBUTION TO A PARTICIPANT
|
|
5.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT
|
|
5.04 FORM OF DISTRIBUTION TO BENEFICIARIES
|
|
5.05 REQUIRED MINIMUM DISTRIBUTION REQUIREMENTS
|
|
5.06 ANNUITY CONTRACTS
|
|
5.07 DISTRIBUTIONS IN-KIND
|
|
5.08 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
|
|
5.09 CLAIMS PROCEDURES
|
|
5.1 JOINT AND SURVIVOR ANNUITY REQUIREMENTS
|
|
5.11 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
|
|
5.12 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS
|
|
5.13 DISTRIBUTION OF EXCESS CONTRIBUTIONS
|
|
5.14 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS
|
|
5.15 RECHARACTERIZATION
|
|
5.16 LOANS TO PARTICIPANTS
|
|
SECTION SIX. DEFINITIONS
|
|
SECTION SEVEN. MISCELLANEOUS
|
|
7.01 THE FUND
|
|
7.02 INDIVIDUAL ACCOUNTS
|
|
7.03 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR
|
|
7.04 EXPENSES AND COMPENSATION
|
|
7.05 INFORMATION FROM EMPLOYER
|
|
7.06 PLAN AMENDMENTS
|
|
7.07 PLAN MERGER OR CONSOLIDATION
|
|
7.08 PERMANENCY
|
|
7.09 METHOD AND PROCEDURE FOR TERMINATION
|
|
7.1 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
|
|
7.11 FAILURE OF PLAN QUALIFICATION
|
|
7.12 GOVERNING LAWS AND PROVISIONS
|
|
7.13 STATE COMMUNITY PROPERTY LAWS
|
|
7.14 HEADINGS
|
7.15 GENDER AND NUMBER
|
|
7.16 STANDARD OF FIDUCIARY CONDUCT
|
|
7.17 GENERAL UNDERTAKING OF ALL PARTIES
|
|
7.18 AGREEMENT BINDS HEIRS, ETC.
|
|
7.19 DETERMINATION OF TOP-HEAVY STATUS
|
|
7.2 INALIENABILITY OF BENEFITS
|
|
7.21 BONDING
|
|
7.22 INVESTMENT AUTHORITY
|
|
7.23 PROCEDURES AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS
|
|
7.24 INDEMNIFICATION OF PROTOTYPE DOCUMENT SPONSOR
|
|
7.25 MILITARY SERVICE
|
|
7.26 MULTIPLE EMPLOYER PLAN
|
|
SECTION EIGHT. TRUSTEE AND CUSTODIAN 95
|
|
8.01 FINANCIAL ORGANIZATION AS CUSTODIAN
|
|
8.02 TRUSTEE
|
|
8.03 NO OBLIGATION TO QUESTION DATA
|
|
8.04 DEGREE OF CARE- LIMITATIONS OF LIABILITY
|
|
8.05 MISCELLANEOUS
|
|
SECTION NINE. ADOPTING EMPLOYEE SIGNATURE105
|
i
|
Employer Contributions;
|
ii
|
Nondeductible Employee Contributions;
|
iii
|
Forfeitures;
|
iv
|
amounts allocated to an individual medical account, as defined in Code section 415(1)(2), that is part of a pension or annuity plan maintained by the Employer, and amounts derived from contributions paid or accrued that are attributable to post-retirement medical benefits, allocated to the separate account of a key employee (as defined in Code section 419A(d)(3)), under a welfare benefit fund (as defined in Code section 419(e)), maintained by the Employer;
|
v
|
amounts allocated under a simplified employee pension plan;
|
vi
|
Excess Contributions (including amounts recharacterized); and
|
vii
|
Excess Aggregate Contributions.
|
a.
|
relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant, and
|
b.
|
is made pursuant to state domestic relations law (including applicable community property laws).
|
a.
|
any distribution that is one of a series of substantially equal periodic payments (paid at least annually) made for the life (or Life Expectancy) of the Recipient or the joint lives (or joint life expectancies) of the Recipient and the Recipient’s Designated Beneficiary, or for a specified period of ten years or more;
|
b.
|
any distribution to the extent such distribution is required under Code section 40l(a)(9);
|
c.
|
the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities);
|
d.
|
any hardship distribution described in Plan Section 5.01(C)(2);
|
e.
|
any other distribution(s) that is reasonably expected to total less than $200 during a year; and
|
f.
|
contributions made to the Plan as Elective Deferrals under an EACA or QACA that are subsequently distributed from the Plan as permissible withdrawals.
|
a.
|
the aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over
|
b.
|
the maximum Contribution Percentage Amounts permitted by the ACP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages, beginning with the highest of such percentages).
|
a.
|
the aggregate amount of Employer Contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over
|
b.
|
the maximum amount of such contributions permitted by the ADP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the ADPs, beginning with the highest of such percentages).
|
1.
|
Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer. These hours will be credited to the Employee for the computation period in which the duties are performed.
|
2.
|
Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty, or leave of absence. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours under this paragraph will be calculated and credited pursuant to Labor Regulation Section 2530.200b-2, that is incorporated herein by this reference.
|
3.
|
Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service will not be credited both under paragraph (1) or paragraph (2), as the case may be, and under this paragraph (3). These hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment is made.
|
4.
|
Solely for purposes of determining whether a Break in Eligibility Service or a Break in Vesting Service has occurred in a computation period (the computation period for purposes of determining whether a Break in Vesting Service has occurred is the Plan Year or other vesting computation period described in the definition of a Year of Vesting Service (Period of Service, if applicable)), an individual who is absent from work for maternity or paternity reasons will receive credit for the Hours of Service that would otherwise have been credited to such individual but for such absence, or in any case in which such hours cannot be determined, eight Hours of Service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence 1) by reason of the pregnancy of the individual, 2) by reason of a birth of a child of the individual, 3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or 4) for purposes of caring for such child for a period beginning immediately following such birth or placement. The Hours of Service credited under this paragraph will be credited 1) in the Eligibility Computation Period or Plan Year or other vesting computation period described in the definition of a year of service in which the absence begins if the crediting is necessary to prevent a Break in Eligibility Service or a Break in Vesting Service in the applicable period, or 2) in all other cases, in the following Eligibility Computation Period or Plan Year or other vesting computation period described in the definition of a year of service.
|
5.
|
Hours of Service will be credited for employment with other members of an affiliated service group (under Code section 414(m)), a controlled group of corporations (under Code section 414(b)), or a group of trades or businesses under common control (under Code section 414(c)) of which the Adopting Employer is a member, and any other entity required to be aggregated with the Employer pursuant to Code section 414(o) and the corresponding regulations.
|
6.
|
Where the Employer maintains the plan of a predecessor employer, service for such predecessor employer will be treated as service for the Employer. If the Employer does not maintain the plan of a predecessor employer, service for such predecessor employer will not be treated as service for the Employer unless specifically elected in the Adoption Agreement.
|
7.
|
The above method for determining Hours of Service may be altered as specified in the Adoption Agreement.
|
8.
|
Hours of Service will apply unless the Adopting Employer has indicated in the Adoption Agreement that a method other than Hours of Service will be used for determining service.
|
a.
|
the Defined Contribution Dollar Limitation, or
|
b.
|
25 percent of the Participant’s Compensation for the Limitation Year.
|
a.
|
$40,000, as adjusted for cost-of-living increases under Code section 415(d), or
|
b.
|
100 percent of the Participant’s Compensation (within the meaning of Compensation as described in Part A of the definition of Compensation in this Definition section) for the Limitation Year.
|
a.
|
the Participant will continue employment until Normal Retirement Age under the Plan (or current age, if later), and
|
b.
|
the Participant’s Compensation for the current Limitation Year and all other relevant factors used to determine benefits under the Plan will remain constant for all future Limitation Years.
|
2.01
|
ELIGIBILITY TO PARTICIPATE
|
A.
|
Union Employees
- Employees included in a unit of Employees covered by a collective bargaining agreement between the Employer and Employee representatives, if retirement benefits were the subject of good faith bargaining and if two-
|
B.
|
Non-resident Aliens
- Employees who are non-resident aliens (within the meaning of Code section 7701(b)(l)(B)) who received no earned income (within the meaning of Code section 91l(d)(2)) from the Employer that constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)).
|
C.
|
Acquired Employees
- Employees who became Employees as the result of certain acquisitions or dispositions as described under Code section 410(b)(6)(C). Such Employees will be excluded from participation during the transition period beginning on the date of the change in the members of the group and ending on the last day of the first Plan Year that begins after the date of the change. A transaction under Code section 4IO(b)(6)(C) is an asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business.
|
2.02
|
PLAN ENTRY
|
A.
|
Plan Restatement
- If this Plan is an amendment or restatement of a Prior Plan Document, each Employee who was a Participant under the Prior Plan Document before the Effective Date will continue to be a Participant in this Plan.
|
B.
|
Effective Date
- If this is an initial adoption of the Plan by the Employer, an Employee will become a Participant in the Plan as of the Effective Date if the Employee has met the eligibility requirements of Plan Section 2.01 as of such date. After the Effective Date, each Employee will become a Participant on the first Entry Date coinciding with or following the date the Employee satisfies the eligibility requirements of Plan Section 2.01 for the applicable contribution source, unless the Adopting Employer selects retroactive Entry Dates in the Adoption Agreement.
|
C.
|
Notification
- The Plan Administrator shall notify each Employee who becomes eligible to be a Participant under this Plan and shall furnish the Employee with the enrollment forms or other documents that are required of Participants. Such notification will be in writing, or in any other form permitted under rules promulgated by the IRS or DOL. The Employee will execute such forms or documents and make available such information as may be required in the administration of the Plan.
|
2.03
|
TRANSFER TO OR FROM AN INELIGIBLE CLASS
|
2.04
|
RETURN AS AP ARTICIPANT AFTER A BREAK IN ELIGIBILITY SERVICE
|
A.
|
Employee Not a Participant Before Break-
If an Employee incurs a Break in Eligibility Service before satisfying the Plan’s eligibility requirements, such Employee’s eligibility service before such Break in Eligibility Service will not be taken into account.
|
B.
|
Employee a Participant Before Break-
If a Participant incurs a Break in Eligibility Service, such Participant will continue to participate in the Plan, or, if terminated, will participate immediately following the date of reemployment.
|
2.05
|
DETERMINATIONS UNDER THIS SECTION
|
2.06
|
TERMS OF EMPLOYMENT
|
3.01
|
ELECTIVE DEFERRALS
|
A.
|
Requirements to Enroll as a Contributing Participant-
Each Employee who satisfies the eligibility requirements specified in the Adoption Agreement for Elective Deferrals, may enroll as a Contributing Participant, on the first Entry Date coinciding with or following the date the Employee satisfies the eligibility requirements, or if applicable, the first Entry Date following the date on which the Employee returns to the eligible class of Employees pursuant to Plan Section 2.03. A Participant who wishes to enroll as a Contributing Participant must deliver (either in writing or in any other form permitted by the IRS and the DOL) a salary reduction agreement (or agreement to make Nondeductible Employee Contributions) to the Plan Administrator except as set forth in Plan Section 3.01(E) below. Except for occasional, bona fide administrative considerations as set forth in the Treasury Regulations, contributions made pursuant to such election cannot precede the earlier of 1) the date on which services relating to the contribution are performed, and 2) the date on which the Compensation that is subject to the election would be payable to the Employee in the absence of an election to defer. Any limits on Elective Deferrals designated by the Employer in Adoption Agreement Section Three may be determined either periodically throughout the Plan Year (e.g., each payroll period) or at the end of the Plan Year provided the determination is made in a uniform and nondiscriminatory manner.
|
B.
|
Ceasing Elective Deferrals
- Unless otherwise elected in the Adoption Agreement, a Participant may cease Elective Deferrals (or Nondeductible Employee Contributions) and thus withdraw as a Contributing Participant as of any such times established by the Plan Administrator in a uniform and nondiscriminatory manner by revoking the authorization to the Employer to make Elective Deferrals (or Nondeductible Employee Contributions) on their behalf. A Participant who desires to withdraw as a Contributing Participant will give notice of withdrawal to the Plan Administrator at least 30 days (or such shorter period as the Plan Administrator will permit in a uniform and nondiscriminatory manner) before the effective date of withdrawal. A Participant will cease to be a Contributing Participant upon their Termination of Employment or on account of termination of the Plan. Notwithstanding anything in this Plan to the contrary, each Employee who has entered into a salary reduction agreement under a SIMPLE 40 l (k) Plan may terminate such agreement at any time during the year.
|
C.
|
Return as a Contributing Participant After Ceasing Elective Deferrals
- Unless otherwise elected in the Adoption Agreement, a Participant who has withdrawn as a Contributing Participant (e.g., pursuant to Plan Section 3.01(B), a suspension due to a hardship distribution, or a suspension due to a distribution on account of a Deemed Severance from Employment) may not again become a Contributing Participant until such times established by the Plan Administrator in a uniform and nondiscriminatory manner.
|
D.
|
Changing Elective Deferral Amounts
- A Contributing Participant or a Participant who has met the eligibility requirements in the Adoption Agreement, but who has never made an affirmative election regarding Elective Deferrals (or Nondeductible Employee Contributions), may complete a new or modify an existing salary reduction agreement (or agreement to make Nondeductible Employee Contributions) to increase or decrease (within the limits placed on Elective Deferrals or Nondeductible Employee Contributions in the Adoption Agreement) the amount of their Compensation deferred into the Plan or change the type of their future Elective Deferrals (Roth or Pre-Tax), if applicable. Unless otherwise elected in the Adoption Agreement, such modification may be made as of such times established by the Plan Administrator in a uniform and nondiscriminatory manner. A modification that results in the amount of the Participant’s Compensation being deferred into the Plan being zero (0) will be considered a cessation of deferrals under the Plan. A Contributing Participant who desires to make such a modification will complete and deliver (either in writing or in any other form permitted by the IRS and the DOL) a new salary reduction agreement (or agreement to make Nondeductible Employee Contributions to the Plan Administrator). The Plan Administrator may prescribe such uniform and nondiscriminatory rules as it deems appropriate to carry out the terms of this Plan Section 3.01(D).
|
E.
|
Automatic Contribution Arrangements and Eligible Automatic Contribution Arrangements
|
1.
|
Automatic Contribution Arrangement (ACA)
- Each Employee who satisfies the eligibility requirements specified in the Adoption Agreement for Elective Deferrals will be given a reasonable opportunity to enroll as a Contributing Participant. Notwithstanding the preceding, if the Adopting Employer so elected in the Adoption Agreement, the Employer will make ACA contributions as Elective Deferrals on behalf of those Employees who are eligible to participate and, unless otherwise elected in the Adoption Agreement, who are hired on or after the Effective Date and in accordance with such uniform policy
as
the Employer may use to determine whether a Participant has made a timely affirmative election to defer at a rate, including zero percent, that is less than the rate selected in the Adoption Agreement. Elective Deferrals for such Employee will continue at the rate specified in the Adoption Agreement until
1)
the Employee provides the Employer a salary reduction agreement (either in writing or in any other form permitted under rules promulgated by the IRS and the DOL) to the contrary, or unless 2) the Employer reduces, ceases, or suspends Elective Deferrals made on behalf of Employees so
as
not to exceed the limits of the Code and other rules promulgated by the IRS (e.g., Code sections 40l(a)(17), 402(g), and 415 or to comply with Treasury Regulation section 1.401(k)-3(c)(v)(B)), or 3) Elective Deferrals are increased in accordance with Plan Section 3.01(E)(3). Unless otherwise elected in the Adoption Agreement or as otherwise indicated in rules promulgated by the
IRS,
Elective Deferrals made to the Plan pursuant to the ACA provisions will be
|
2.
|
Eligible Automatic Contribution Arrangement IBACA)
- Each Employee who satisfies the eligibility requirements specified in the Adoption Agreement for Elective Deferrals will be given a reasonable opportunity to enroll as a Contributing Participant. Notwithstanding the preceding, if the Adopting Employer so elected in the Adoption Agreement, the Employer will make EACA contributions as Elective Deferrals on behalf of those Employees who are eligible to participate and, unless otherwise elected in the Adoption Agreement, who are hired on or after the Effective Date and in accordance with such uniform policy
as
the Employer may use to determine whether a Participant has made a timely affirmative election to defer at a rate, including zero percent, that is less than the rate selected in the Adoption Agreement. The rate selected must be applied uniformly except as otherwise provided in Treasury Regulation section 1.414(w)-l(b)(2) and will continue at the rate specified in the Adoption
|
3.
|
Increase of Automatic Elective Deferral
- If the Adopting Employer so elects in the Adoption Agreement, the Elective Deferral percentage or amount for Contributing Participants who are automatically enrolled pursuant to the ACA and EACA Plan provisions will be adjusted automatically by the Employer in the increments and time periods stated in the Adoption Agreement.
|
4.
|
Notice Requirement
|
a.
|
ACA
-A comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Employee, will be provided to affected Participants within a reasonable period of time before the date which the ACA becomes effective and before each subsequent Plan Year pursuant to rules promulgated by the IRS or DOL.
|
b.
|
EACA
-A comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Employee which meets the content requirements of Code section 414(w)(4) and its associated regulations and other guidance, will be provided to affected Participants within a reasonable period of time before the start of the first Plan Year in which the EACA provisions become effective and before each subsequent Plan Year. The notice will accurately describe (1) the amount of the default Elective Deferrals that will be made on the Employee’s behalf, (b) the Employee’s right to elect to have a different Elective Deferral withheld including the right to not make Elective Deferrals at all, and (c) how Elective Deferral will be invested if the Employee does not provide investment instructions. A period of 30 to 90 days before the beginning of the Plan Year is deemed to be a reasonable period. Whether a different period is reasonable will be determined based on all of the relevant facts and circumstances. If a Plan has an eligibility period of less than 30 days (e.g., immediate eligibility), the Plan can provide the notice to Participants when they become eligible. If notice cannot be provided on or before the Employee’s eligibility date, it will be deemed timely if it is provided as soon as practicable after that date and before the pay date for the payroll period in which the Employee becomes eligible. In such case, the Employee must be allowed to defer from Compensation earned beginning on the date the Employee enters the Plan.
|
5.
|
EACA Election Periods
- In addition to any other election periods provided under the Plan, each Employee who is eligible to participate may make or modify a deferral election during a reasonable period of time immediately following receipt of the notice described above. Notwithstanding the preceding, the Employer may change the election periods described above pursuant to rules promulgated by the IRS or DOL.
|
6.
|
EACA Reset Rule
- An Employee for whom no Compensation is automatically withheld and contributed to the Plan as an Elective Deferral for an entire Plan Year, pursuant to the EACA provisions, will be treated as a new Employee for purposes of determining the appropriate Elective Deferral rate, and the availability of permissible withdrawals.
|
F.
|
Qualified Automatic Contribution Arrangement (QACA)-
If the Adopting Employer has elected the QACA option in the Adoption Agreement, and if these QACA provisions are followed for the Plan Year, then any provisions relating to the ADP Test described in Code section 40l(k)(3) or the ACP Test described in Code section 401(m)(2) will not apply. To the extent that any other provision of the Plan is inconsistent with the provisions of this Plan Section 3.01(F), the provisions of this section will apply. If the Adopting Employer so provides in the Adoption Agreement, the QACA Safe Harbor Contributions will be made to the defined contribution plan indicated in the Adoption Agreement and not to this Plan. However, even though another plan is listed in the Adoption Agreement, such contributions will be made to this Plan unless 1) each Eligible Employee under this Plan is also eligible under the other plan, and 2) the other plan has the same Plan Year as this Plan. Provided the QACA notice provided by the Employer also satisfies the requirements specified in Plan Section 3.01(E)(4)(b), the Plan will be an EACA as well as a QACA.
|
1.
|
Elective Deferrals
- If elected in the Adoption Agreement, the Employer will make QACA contributions as Elective Deferrals to the Plan on behalf of those Eligible Employees as designated in the Adoption Agreement and in accordance with such uniform policy as the Employer may use to determine whether a Participant has made a timely affirmative election to defer at a rate, including zero percent, that is different from the rates selected for this QACA. The rates selected must be applied uniformly except as otherwise provided in Treasury Regulation section 1.40l(k)-30)(2). Unless otherwise elected in the Adoption Agreement, the initial default contribution rate will be three-percent and the Elective Deferrals will be pre-tax Elective Deferrals.
|
2.
|
OACA ADP Test Safe Harbor Contributions
- Unless otherwise elected in the Adoption Agreement, in addition to the Elective Deferrals described in item 1, above, the Employer will make QACA ADP Test Safe Harbor Contributions to the Plan according to the QACA Basic Matching Contributions definition on behalf of each Eligible Employee. The proper QACA ADP Test Safe Harbor Contribution amount, including the Compensation used, the time frame over which the Compensation is determined, and any dollar limit applied, may be determined by the Employer at any time during a Plan Year, including, but not limited to, such time as such contributions are delivered to the Trustee (or Custodian, if applicable) or at the end of the Plan Year, provided the amount of the contributions is determined in a uniform and nondiscriminatory manner. If the Employer makes QACA ADP Test Safe Harbor Contributions to the Plan based on Compensation earned during a portion of the Determination Period (e.g., on a payroll basis), the Employer may, at its discretion, re-calculate the Matching Contribution based on the Compensation earned over the Determination Period, provided such “true-up” is provided in a uniform and non-discriminatory manner.
|
3.
|
OACA ACP Test Safe Harbor Matching Contributions
- In addition to the Elective Deferrals described in item 1, above, and the QACA ADP Test Safe Harbor Contributions described in item 2, above, the Employer will make QACA ACP Test Safe Harbor Matching Contributions, if any, indicated in the Adoption Agreement on behalf of each Eligible Employee. Such additional contributions are not required. The Employer may make QACA ACP Test Safe Harbor Matching Contributions at the same time that it contributes Elective Deferrals or at any other time as permitted by law and regulation. The proper QACA ACP Test Safe Harbor Matching Contribution amount, including the Compensation used, the time frame over which the Compensation is determined, and any dollar limit applied, may be determined by the Employer at any time during a Plan Year, including, but not limited to, such time as such contributions are delivered to the Trustee (or Custodian, if applicable) or at the end of the Plan Year provided the amount of the contributions is determined in a uniform and nondiscriminatory manner. If the Employer makes QACA ACP Test Safe Harbor Matching Contributions to the Plan based on Compensation earned during a portion of the Determination Period (e.g., on a payroll basis), the Employer may, at its discretion, re-calculate the Matching Contribution based on the Compensation earned over the Determination Period, provided such “true-up” is provided in a uniform and non-discriminatory manner.
|
4.
|
OACA Elective Deferral Increases
- Unless otherwise elected in the Adoption Agreement, QACA rate increases will not occur during the Initial Period. Unless otherwise elected in the Adoption Agreement, after the Initial Period, rate increases will occur on the first day of each Plan Year at a rate of one-percent per year until a maximum of six-percent is reached. If the Adopting Employer so elects in the Adoption Agreement, the Elective Deferral percentage or amount for Contributing Participants who are not automatically enrolled under the QACA provisions will be adjusted automatically by the Employer in the increments and time periods stated in the Adoption Agreement. In addition to the preceding, the Plan Administrator, in a uniform and nondiscriminatory manner, may establish operational procedures to enable all Contributing Participants, including those who are not automatically enrolled as Contributing Participants pursuant to the QACA provisions, to elect to have their Elective Deferrals automatically increased.
|
5.
|
OACA Notice Requiremen
t-A comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Eligible Employee which meets the content requirements of Code section 401(k:)(13) and its associated regulations and other guidance, will be provided to affected Participants within a reasonable period of time before the start of the first Plan Year in which the QACA provisions become effective and before each subsequent Plan Year. In addition to the requirements found in Treasury Regulation section l.401(k)-3(d), the notice will accurately describe (1) the amount of the default Elective Deferrals that will be made on the Employee’s behalf, (b) the Employee’s right to elect to have a different Elective Deferral withheld including the right to not make Elective Deferrals at all, and (c) how Elective Deferral will be invested if the Employee does not provide investment instructions. A period of30 to 90 days before the beginning of the Plan Year is deemed to be a reasonable period. Whether a different period is reasonable will be determined based on all of the relevant facts and circumstances. If a Plan has an eligibility period of less than 30 days (e.g., immediate eligibility), the Plan can provide the notice to Participants when they become eligible. If notice cannot be provided on or before the Employee’s eligibility date, it will be deemed timely if it is provided as soon as practicable after that date and before the pay date for the payroll period in which the Employee becomes eligible. In such case, the Employee must be allowed to defer from Compensation earned beginning on the date the Employee enters the Plan.
|
6.
|
OACA Election Periods
- In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a deferral election during a reasonable period of time immediately following receipt of the notice described above. Notwithstanding the preceding, the Employer may change the election periods described above pursuant to rules promulgated by the IRS or DOL.
|
7.
|
OACA Reset Rule
- An Employee for whom no Compensation is automatically withheld and contributed to the Plan as an Elective Deferral for an entire Plan Year, pursuant to the QACA
|
G.
|
Pre-Tax vs. Roth Elective Deferrals
- If the Adopting Employer so elects in the Adoption Agreement, each Employee who enrolls as a Contributing Participant may specify whether their Elective Deferrals are to be characterized as Pre-Tax Elective Deferrals, Roth Elective Deferrals, or a specified combination. A Contributing Participant’s election will remain in effect until superseded by another election. Elective Deferrals contributed to the Plan as one type, either Roth or Pre-Tax, may not later be reclassified as the other type. A Contributing Participant’s Roth Elective Deferrals will be deposited in the Contributing Participant’s Roth Elective Deferral subaccount in the Plan. No contributions other than Roth Elective Deferrals and properly attributable earnings will be credited to each Contributing Participant’s Roth Elective Deferral account, and gains, losses, and other credits or charges will be allocated on a reasonable and consistent basis to such subaccount. Notwithstanding the preceding, Elective Deferrals made pursuant to the ACA, EACA, or QACA provisions of the Plan will be characterized as Pre-Tax Elective Deferrals unless designated as Roth Elective Deferrals in the Adoption Agreement and will not be characterized as Nondeductible Employee Contributions.
|
H.
|
Catch-up Contributions
- Unless elected otherwise in the Adoption Agreement, all Employees who are eligible to make Elective Deferrals under this Plan and who are age 50 or older by the end of their taxable year will be eligible to make Catch-up Contributions. Catch-up Contributions are not subject to the limits on Annual Additions under Code section 415, are not counted in the ADP test, and are not counted in determining the minimum allocation under Code section 416 (but Catch-up Contributions made in prior years are counted in determining whether the Plan is top-heavy). Provisions in the Plan relating to Catch-up Contributions apply to Elective Deferrals made after 2001.
|
I.
|
Elective Deferrals to a SIMPLE 401(k) Plan
- Notwithstanding anything in this Plan to the contrary, if the Employer is an Eligible Employer for SIMPLE 401(k) Plans and has established a SIMPLE 401(k) Plan, each Eligible Employee may deliver (either in writing or in any other form permitted by the IRS and the DOL) a salary reduction election and have their Compensation reduced for the SIMPLE 401(k) Year in any amount selected by the Employee subject to the limitation described below. The Employer will make Elective Deferral contributions to this Plan in the amount by which the Employee’s Compensation has been reduced.
|
J.
|
SIMPLE 401(k) Notice Requirements
- The Employer will notify each Eligible Employee before the 60-day election period described in Plan Section 3.01(I) that they can complete a salary reduction agreement or modify a prior salary reduction agreement during that period. The notification must indicate whether the Employer will provide the three-percent Matching Contribution or a two-percent nonelective contribution described in Plan Section 3.02.
|
K.
|
Automatic Increase of Elective Deferrals for Employees Who Are Not Automatically Enrolled
- If the Adopting Employer so elects in the Adoption Agreement, automatic increases of Elective Deferrals will be initiated by the Adopting Employer only for Employees specified in the Adoption Agreement who are not automatically enrolled pursuant to the ACA, EACA, or QACA Plan provisions. The Elective Deferrals will be adjusted automatically by the Employer in the increments and time periods stated in the Adoption Agreement.
|
3.02
|
MATCHING CONTRIBUTIONS
|
3.03
|
SAFE HARBOR CODA
|
A.
|
ADP Test Safe Harbor Contributions
- Unless such contributions are otherwise limited in the Adoption Agreement, the Employer will make the ADP Test Safe Harbor Contributions, if any, indicated in the Adoption Agreement on behalf of each Eligible Employee. The Employer may make ADP Test Safe Harbor Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted by law and regulation. The proper ADP Test Safe Harbor Contribution amount including the Compensation used, the time frame over which the Compensation is determined, and any dollar limit applied, may be determined by the Employer at any time during a Plan Year, including, but not limited to, such time as ADP Test Safe Harbor Contributions are delivered to the Trustee (or Custodian, if applicable) or at the end of the Plan Year provided the amount of ADP Test Safe Harbor Contributions is determined in a uniform and nondiscriminatory manner. If the Employer makes ADP Test Safe Harbor Contributions to the Plan based on Compensation earned during a portion of the Determination Period (e.g., on a payroll basis), the Employer may, at its discretion, re-calculate the Matching Contribution based on the Compensation earned over the Determination Period, provided such “true-up” is provided in a uniform and non-discriminatory manner.
|
B.
|
ACP Test Safe Harbor Matching Contributions
- In addition to the ADP Test Safe Harbor Contributions described in the Definition Section of the Plan, the Employer will make the ACP Test Safe Harbor Matching Contributions, if any, indicated in the Adoption Agreement on behalf of each Eligible Employee for the Plan Year. The Employer may make ACP Test Safe Harbor Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted by law and regulation. The proper ACP Test Safe Harbor Contribution amount, including the Compensation used, the time frame over which the Compensation is determined, and any dollar limit applied, may be determined by the Employer at any time during a Plan Year, including, but not limited to, such time as ACP Test Safe Harbor Contributions are delivered to the Trustee (or Custodian, if applicable) or at the end of the Plan Year provided the amount of ACP Test Safe Harbor Contributions is determined in a uniform and nondiscriminatory manner. If the Employer makes ACP Test Safe Harbor Matching Contributions to the Plan based on Compensation earned during a portion of the Determination Period (e.g., on a payroll basis), the Employer may, at its discretion, re-calculate the Matching Contribution based on the Compensation earned over the Determination Period, provided such “true-up” is provided in a uniform and non-discriminatory manner.
|
C.
|
Notice Requirement-
At least 30 days, but not more than 90 days, or any other reasonable period before the beginning of the Plan Year (or such other times if permitted by the IRS), the Employer will provide each Eligible Employee a comprehensive notice of the Employee’s rights and obligations under the Plan, written in a manner calculated to be understood by the average Eligible Employee. If an Employee becomes eligible after the 90
th
day before the beginning of the Plan Year and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Employee becomes eligible but not later than the date the Employee becomes eligible. Notwithstanding the preceding, the Employer may change this notice requirement pursuant to rules promulgated by the IRS.
|
D.
|
Election Periods
- In addition to any other election periods provided under the Plan, each Eligible Employee may make or modify a deferral election during the 30-day period immediately following receipt of the notice described in Plan Section 3.03(C) above. Notwithstanding the preceding, the Employer may change the election periods described above pursuant to rules promulgated by the IRS.
|
3.04
|
EMPLOYER CONTRIBUTIONS
|
A.
|
Obligation to Contribute
- Except as otherwise elected in the Adoption Agreement, the Employer may contribute an amount to be determined from year to year. Unless otherwise elected in the Adoption Agreement, if this Plan is a profit sharing plan, the Employer may, in its sole discretion, make contributions without regard to current or accumulated earnings or profits.
|
B.
|
Allocation Formula and the Right to Share in the Employer Contribution
|
1.
|
General
- Unless otherwise elected in the Adoption Agreement, Employer Profit Sharing Contributions will be allocated to all Qualifying Participants using a pro rata allocation formula. Under the pro rata allocation formula, Employer Profit Sharing Contributions will be allocated to the Individual Accounts of Qualifying Participants in the ratio that each Qualifying Participant’s Compensation for the Plan Year bears to the total Compensation of all Qualifying Participants for the Plan Year. The Employer Contribution for any Plan Year will be deemed allocated to each Participant’s Individual Account as of the last day of that Plan Year. Notwithstanding the preceding, Employer Profit Sharing Contributions and Employer Money Purchase Pension Contributions will be allocated to the Plan on behalf of each Participant who has incurred a Disability and who is a non-Highly Compensated Employee if so specified in the Adoption Agreement and without regard to any allocation conditions.
|
2.
|
Special Rules for Integrated Plans
-
|
a.
|
Excess Integrated Allocation Formula
- If the Adopting Employer has selected the excess integrated allocation formula in the Adoption Agreement, subject to the overall permitted disparity limits, Employer Profit Sharing Contributions will be allocated as follows (the Employer may start with Step 3 if this Plan is not top-heavy or if the Plan is top-heavy but has already satisfied the top-heavy contribution requirements).
|
Step 1.
|
Employer Profit Sharing Contributions will first be allocated pro rata to Qualifying Participants in the manner described in Plan Section 3.04(B)(l). The percent so allocated under Step
1
will not exceed three-percent of each Qualifying Participant’s Compensation.
|
Step 2.
|
Any Employer Profit Sharing Contributions remaining after the allocation in Step
1
will be allocated to each Qualifying Participant’s Individual Account in the ratio that each Qualifying Participant’s Compensation for the Plan Year in excess of the integration level bears to all Qualifying Participants’ Compensation in excess of the integration level, but not in excess of three-percent of each Qualifying Participant’s Compensation. For purposes of this Step 2, in the case of any Qualifying Participant who has exceeded the cumulative permitted disparity limit described below, such Qualifying Participant’s total compensation for the Plan Year will be taken into account.
|
Step 3.
|
Any Employer Profit Sharing Contributions remaining after the allocation in Step 2 will be allocated to each Qualifying Participant’s Individual Account in the ratio that the sum of each Qualifying Participant’s total Compensation and Compensation in excess of the integration level bears to the sum of all Qualifying Participants’ total Compensation and Compensation in excess of the integration level, but not in excess of the applicable profit sharing maximum disparity rate as described below. For purposes of this Step 3, in the case of any Qualifying Participant who has exceeded the cumulative permitted disparity limit described below, two times such Qualifying Participant’s total compensation for the Plan Year will be taken into account.
|
Step 4.
|
Any Employer Profit Sharing Contributions remaining after the allocation in Step 3 will be allocated pro rata to Qualifying Participants in the manner described in Plan Section 3.04(B)(l).
|
b.
|
Base Integrated Allocation Formula
- If the Adopting Employer has selected the base integrated allocation formula in the Adoption Agreement, subject to the overall permitted disparity limits, Employer Profit Sharing Contributions will be allocated as follows. The base integrated allocation formula is not available for years in which the Plan is top-heavy. During a Plan Year in which the Plan is top-heavy, the excess integrated allocation formula must be used. No amendment of the Plan is required to move between the base and excess integration formulas merely on account of the Plan’s change in top-heavy status.
|
Step 1.
|
Employer Profit Sharing Contributions will first be allocated to each Qualifying Participant’s Individual Account in the ratio that the sum of each Qualifying Participant’s total Compensation and Compensation in excess of the integration level bears to the sum of all Qualifying Participants’ total Compensation and Compensation in excess of the integration level, but not in excess of the non-top-heavy profit sharing maximum disparity rate as described below.
|
Step 2.
|
Any Employer Profit Sharing Contributions remaining after the allocation in Step
1
will be allocated pro rata to Qualifying Participants in the manner described in Plan Section 3.04(B)(l).
|
c.
|
Maximum Disparity Rate
- If the Adopting Employer has selected the integrated contribution or allocation formula in the Adoption Agreement, the integration level will be defined in the Adoption
|
Integration Level
|
Money Purchase
|
Top-Heavy Profit Sharing
|
Non-Top-Heavy Profit Sharing
|
Taxable Wage Base (TWB)
|
5.7%
|
2.7%
|
5.7%
|
More than $0 but not more than 20 percent of TWB
|
5.7%
|
2.7%
|
5.7%
|
More than 20 percent of TWB but not more than 80 percent of TWB
|
4.3%
|
1.3%
|
4.3%
|
More than 80 percent of TWB but less than TWB
|
5.4%
|
2.4%
|
5.4%
|
d.
|
Annual overall permitted disparity limit
- Notwithstanding the preceding paragraphs, for any Plan Year that this Plan benefits any Participant who benefits under another qualified plan or simplified employee pension, as defined in Code section 408(k), maintained by the Employer that provides for permitted disparity (or imputes disparity), if this is a profit sharing plan, Employer Profit Sharing Contributions and forfeitures will be allocated to the account of each Qualifying Participant (except that Forfeitures will be allocated to all Participants if specified by the Adopting Employer in the Adoption Agreement) in the ratio that such Qualifying Participant’s total Compensation bears to the total Compensation of all Qualifying Participants. If this Plan is a money purchase pension plan, Employer Money Purchase Pension Contributions will be made to the account of each Qualifying Participant in an amount equal to the excess contribution percentage multiplied by the Participant’s total Compensation.
|
e.
|
Cumulative permitted disparity limit-
Effective for Plan Years beginning on or after January
1,
1995, the cumulative permitted disparity limit for a Participant is 35 total cumulative permitted disparity years. Total cumulative permitted years means the number of years credited to the Participant for allocation or accrual purposes under this Plan, or any other qualified plan or simplified employee pension plan (whether or not terminated) ever maintained by the Employer. For purposes of determining the Participant’s cumulative permitted disparity limit, all years ending in the same calendar year are treated as the same year. If the Participant has not benefited under a defined benefit or target benefit plan for any year beginning on or after January 1, 1994, the Participant has no cumulative disparity limit.
|
3.
|
Employer Prevailing Wage Contribution
s - If the Employer so elects in the Adoption Agreement, Employer Prevailing Wage Contributions will be allocated to Participants with employment covered under a government contract. Unless otherwise elected in the Adoption Agreement, all Participants who are covered under a government contract will be eligible to receive Employer Prevailing Wage Contributions and such Employer Prevailing Wage Contributions will offset any other Employer
|
i
|
If the Plan is a money purchase pension plan, Employer Prevailing Wage Contributions will be designated as Employer Money Purchase Pension Plan Contributions.
|
ii
|
If the Plan is a profit sharing plan, Employer Prevailing Wage Contributions will be designated as Employer Profit Sharing Contributions.
|
iii
|
Unless otherwise elected in the Adoption Agreement, if the Plan is a 401(k) profit sharing plan, Employer Prevailing Wage Contributions will be designated as Qualified Nonelective Contributions.
|
4.
|
Minimum Coverage Test
- Notwithstanding anything in the Plan to the contrary, the Adopting Employer may use either the ratio percentage test (and the correction option described below, if applicable) or the average benefits test to satisfy the minimum coverage requirements. This paragraph may apply to any nonstandardized Plan if, for any Plan Year, the Plan fails to satisfy the ratio percentage test described in Code section 410(b
)
(1) as of the last day of any such Plan Year. The ratio percentage test is satisfied if, on the last day of the Plan Year, taking into account all Employees, or former Employees who were employed by the Employer on any day during the Plan Year, either the Plan benefits at least 70 percent of Employees who are not Highly Compensated Employees or the Plan benefits a percentage of Employees who are not Highly Compensated Employees that is at least 70 percent of the percentage of Highly Compensated Employees benefiting under the Plan. A Participant is treated as benefiting under the Plan for any Plan Year during which the Participant received or is deemed to receive an allocation in accordance with Code section 1.410(b)-3(a). If the Plan fails the ratio percentage test, the Employer Contribution for the Plan Year may be allocated to Participants in the first class of Participants set forth below. If the Plan still fails, then the Employer Contribution will also be allocated to individual Participants in the order specified until the Plan satisfies the minimum coverage requirements. A Participant, and all similarly situated participants, will be included only if necessary to satisfy those requirements. The Participants to be included, in order of priority, are as follows:
|
i
|
Each Participant who is still employed on the last day of the Plan Year starting with the Participant who has completed either the highest number of Hours of Service during the Plan Year, if the Hours of Service method of determining service is used; or the highest number of days worked during the Plan Year, if the Elapsed Time method of determining service is used;
|
ii
|
Each Participant who is not employed on the last day of the Plan Year because the Participant has died, incurred a Disability, or attained Normal Retirement Age;
|
iii
|
Each Participant who is not employed on the last day of the Plan Year starting with the Participant who has completed either the highest number of Hours of Service during the Plan Year, if the Hours of Service method of determining service is used; or the highest number of days worked during the Plan Year, if the Elapsed Time method of determining service is used.
|
5.
|
Special Rule for Owner-Employee
s - If this Plan provides contributions or benefits for one or more Owner-Employees, contributions on behalf of any Owner-Employee may be made only with respect to the Earned Income of such Owner-Employee.
|
6.
|
Inclusion of Ineligible Employees
- If any Employee who is not a Qualifying Participant is erroneously treated as a Qualifying Participant during a Plan Year, then, except as otherwise provided in Plan Section 3.04(F), the Employer will not be eligible to receive any portion of the contribution erroneously allocated to the Individual Account of the ineligible Employee. The Employer must correct the inclusion of ineligible employees using any method permitted under the Employee Plans Compliance Resolution System (EPCRS) or allowed by the IRS or DOL under regulations or other guidance. EPCRS is currently described in IRS Revenue Procedure 2013-12.
|
7.
|
Exclusion of Eligible Participant
- If the Plan is a profit sharing plan, and if in any Plan Year any Participant is erroneously excluded and discovery of such exclusion is not made until after the Employer Contribution has been made and allocated, then the Employer must contribute for the excluded Participant the amount, including earnings thereon, that the Employer should have contributed for the Participant. The Employer must correct the exclusion of eligible Participants using any method permitted under EPCRS or allowed by the IRS or DOL under regulations or other guidance. EPCRS is currently described in IRS Revenue Procedure 2013-12.
|
8.
|
Age-Weighted Allocation Formul
a - If the age-weighted allocation formula is elected in the Adoption Agreement, the total Employer Profit Sharing Contribution will be allocated to each Qualifying Participant such that the equivalent benefit accrual rate for each Qualifying Participant is identical. The equivalent benefit accrual rate is the annual annuity commencing at the Qualifying Participant’s testing age, expressed as a percentage of the Qualifying Participant’s Compensation, which is provided from the allocation of Employer Profit Sharing Contributions and Forfeitures for the Plan Year, using standardized actuarial assumptions that satisfy Treasury Regulation section 1.401(a)(4)-12. The Qualifying Participant’s testing age is the later of Normal Retirement Age or the Qualifying Participant’s current age.
|
a.
|
Unless otherwise elected in the Adoption Agreement, if the age-weighted allocation method is selected, Employer Profit Sharing Contributions will be allocated to the Individual Accounts of Qualifying Participants in the manner described below.
|
Step 1.
|
Determine each Qualifying Participant’s number of points based upon the following formula:
|
Step 2.
|
Determine each Qualifying Participant’s allocation using the following formula:
|
Allocation
|
=
|
Points of Qualifying Participant
|
x
|
Employer Profit Sharing Contribution
|
Total Points of all Qualifying Participants
|
Step 3.
|
If the Plan has a uniform points allocation for Employer Profit Sharing Contributions, make any reallocations necessary to satisfy the safe harbor formula.
|
b.
|
If the age-weighted formula for allocations and the safe harbor requirements of Treasury Regulation section 1.401(a)(4)-2(b)(3) are selected in the Adoption Agreement, then, to the extent necessary, the following steps will be taken.
|
i
|
Identify the Employees of the Employer who are not Highly Compensated Employees of such Employer who participate in the Plan, and determine the average allocation rate for such group of Employees.
|
ii
|
Identify the Employees of the Employer who are Highly Compensated Employees of such Employer who participate in the Plan, and determine the average allocation rate for such group of Employees.
|
iii
|
As of the date of allocation, determine that amount by which the average allocation rate for the group of Participants who are not Highly Compensated Employees is less than the average allocation rate of the group of the Participants who are Highly Compensated Employees.
|
iv
|
Lower the aggregate allocation to all of the Highly Compensated Employees by the amount necessary to cause the average allocation rate of the Participants who are not Highly Compensated Employees (as determined after including the amount by which the Highly Compensated Employees’ allocation is lowered and that is subsequently allocated to the Participants who are not Highly Compensated Employees) to equal the average allocation rate of the Participants who are Highly Compensated Employees (as determined after the Highly Compensated Employees’ allocation has been lowered).
|
v
|
Reallocate the aggregate amount of the contributions after the reduction in (iv) above to the Participants who are Highly Compensated Employees using the allocation formula in the Adoption Agreement; provided that for purposes of this allocation, “Qualifying Participants” will mean only those Participants who are Highly Compensated Employees and “Employer Profit Sharing Contributions” will mean only those contributions allocated to Participants who are Highly Compensated Employees.
|
vi
|
Reallocate the aggregate amount of the contributions after the increase in (iv) above to the Participants who are not Highly Compensated Employees using the allocation formula in the
|
c.
|
If the age-weighted formula for allocations and the general test requirements of Treasury Regulation section 1.401(a)(4)-2(c) are selected in the Adoption Agreement, then, to the extent necessary, the following steps will be taken for each rate group of the Employer that fails to satisfy the rules of that section.
|
i
|
Identify the Employees of the Employer who are not Highly Compensated Employees of such Employer who participate in the Plan and who are not part of the applicable rate group because their allocation rates are too low, and arrange them in order of their allocation rates from the highest to the lowest.
|
ii
|
Identify the Highly Compensated Employees who participate in the Plan and are in the rate group and arrange them in order of their allocation rates from the highest to the lowest.
|
iii
|
As of the date of allocation, lower the allocation of the Highly Compensated Employee with the highest allocation rate determined in (ii) above. The reduction will equal the amount that when added to the Individual Account of the individual in above who has the highest allocation rate will cause that rate to be increased to equal that of the Highly Compensated Employee with respect to whom the rate group is constructed. As of the date of allocation, that reduction will be added to such individual’s Individual Account.
|
iv
|
Repeat (iii) above with respect to the individual in (i) above who has the next highest equivalent accrual rate, and continue that process with the other individuals described in (i) above in the order of their allocation rates from the highest to the lowest until such rules are satisfied for the rate group. If the allocation rate of a Highly Compensated Employee is lowered under (iii) above or this clause (iv) to the point where it is equal to that of one or more other Highly Compensated Employees in the rate group, then any further reductions in allocations will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their allocation rates to be reduced by the same amount.
|
9.
|
New Comparability Formulas
|
a.
|
Allocation Group Formulas
- If the Adopting Employer has selected the individual allocation group formula in the Adoption Agreement, each Qualifying Participant will constitute a separate allocation group for purposes of allocating Employer Profit Sharing Contributions. If the Adopting Employer has selected the pre-determined allocation group formula in the Adoption Agreement Qualifying Participants will be divided into the groups specified in the Adoption Agreement.
|
i
|
The total amount of Employer Profit Sharing Contributions is allocated among the deemed aggregated allocation groups in portions determined by the Employer. A deemed aggregated allocation group consists of all of the separate allocation groups that have the same allocation rate.
|
ii
|
Within each deemed aggregated allocation group, the allocated portion is allocated to each Qualifying Participant in the ratio that such Qualifying Participant’s Compensation bears to the total Compensation of all Qualifying Participants in the deemed allocation group unless otherwise elected in the Adoption Agreement.
|
b.
|
Age and/or Service Weighted Formul
a - If the Employer has selected the age and/or service weighted allocation method in the Adoption Agreement the allocation will be made based on the formula specified in the Adoption Agreement.
|
10.
|
Minimum Allocation Requirements for New Comparability Formulas
- An Adopting Employer that has selected a new comparability formula in the Adoption Agreement and tests an Employer Profit Sharing Contribution on a benefits basis must satisfy the allocation requirements in one of items a, b, or c below. Unless otherwise elected in the Adoption Agreement, for the purposes of the preceding sentence, an Adopting Employer must satisfy the allocation requirements in item c so that the allocation to each non-Highly Compensated Employee equals the lesser of the amounts described in items c(i) and c(ii) below.
|
a.
|
Broadly Available Allocation Rates
- The Plan must provide an allocation that uses broadly available allocation rates. The Plan will have broadly available allocation rates for the Plan Year if each allocation rate under the Plan is currently available during the Plan Year to a group of Employees that satisfies the requirements under Code section 410(b) (without regard to the average benefit percentage test of Treasury Regulation section 1.410(b)-5) and as otherwise specified in Treasury Regulation section 1.401(a)(4)-8(b)(1)(iii).
|
b.
|
Gradually Increasing Allocation Formula
- The Plan must provide an allocation based on the age and/or service allocation formula in the Adoption Agreement that satisfies the requirements to be gradually increasing age and/or service formula under Treasury Regulation section l.401(a)(4)-8(b)(l)(iv).
|
c.
|
Minimum Allocation Gateway
- The Plan must provide a benefit under the allocation method selected in the Adoption Agreement that satisfies one of the following minimum allocation gateway tests by making the appropriate selections in the Adoption Agreement, if applicable.
|
i
|
One-Third Approac
h - Each non-Highly Compensated Employee who is eligible to participate has an allocation rate that is at least one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate. For purposes of determining this allocation rate, such allocation rate will equal the quotient of the Employer Profit Sharing Contribution allocated to a Participant divided by the Participant’s Compensation.
|
•
|
Identify the Employees of the Employer who participate in the Plan who are non-Highly Compensated Employees of such Employer and arrange them in order of their allocation rates from the highest to the lowest.
|
•
|
Identify the Highly Compensated Employees of the Employer who participate in the Plan and arrange them in order of their allocation rates from the highest to the lowest.
|
•
|
As of the date of allocation, lower the allocation to the Highly Compensated Employee with the highest allocation rate determined in (B) above. The reduction will equal the lesser of 1)
the amount necessary so that the non-Highly Compensated Employee with the lowest allocation rate receives an allocation equal to one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate, or 2) the amount which would cause such Highly Compensated Employee’s allocation rate to equal the allocation rate of the Highly Compensated Employee with the next highest allocation rate. As of the date of allocation, that reduction will be added to the Individual Account of the non-Highly Compensated Employee described in 1) above.
|
•
|
Repeat the procedures in (C) above until all non-Highly Compensated Employees have an allocation rate equal to at least one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate. If the allocation rate of a Highly Compensated Employee is lowered under (C) above or this clause (D) to the point where it is equal to that of the Highly Compensated Employees with the next highest allocation rate, then any further reductions in allocations will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their equivalent allocation rates to be reduced by the same amount.
|
•
|
Participants whose sole allocation for a Plan Year consists of either a minimum allocation made pursuant to Plan Section 3.04(E) or a Safe Harbor Nonelective Contribution are considered benefiting for purposes of the minimum allocation gateway. Allocation rates will include such contributions when determining whether the minimum gateway allocation has been satisfied.
|
ii
|
Five-Percent Approach
- Each non-Highly Compensated Employee who is eligible to participate receives an allocation of at least five-percent of such Employee’s Compensation, as defined in Part A of the definition of Compensation in the Plan’s Definition section, for the period during which the non-Highly Compensated Employee is eligible to receive an allocation under this section.
|
•
|
Identify the Employees of the Employer who participate in the Plan who are non-Highly Compensated Employees of such Employer, and arrange them in order of their allocation rates from the highest to the lowest.
|
•
|
Identify the Highly Compensated Employees of the Employer who participate in the Plan, and arrange them in order of their allocation rates from the highest to the lowest.
|
•
|
As of the date of allocation, lower the allocation to the Highly Compensated Employee with the highest allocation rate determined in (B) above. The reduction will equal the lesser of 1) the amount necessary so that the non-Highly Compensated Employee with the lowest allocation rate receives an allocation equal to five percent of such Employee’s Compensation, as defined in Part A of the definition of Compensation in the Plan’s Definition section, for the period during which the non-Highly Compensated Employee is eligible to receive an allocation under this section, or 2) the amount that would cause such Highly Compensated Employee’s allocation rate to equal the allocation rate of the Highly Compensated Employee with the next highest allocation rate. As of the date of allocation, that reduction will be added to the Individual Account of the non-Highly Compensated Employee described in 1)
above.
|
•
|
Repeat the procedures in (C) above until each of the non-Highly Compensated Employees have an allocation rate equal to at least five-percent of such Employee’s Compensation, as defined in Part A of the definition of Compensation in the Plan’s Definition section, for the period during which the each of the non-Highly Compensated Employees are eligible to receive an allocation under this section. If the allocation rate of a Highly Compensated Employee is lowered under (C) above or this clause (D) to the point where it is equal to that of the Highly Compensated Employees with the next highest allocation rate, then any further reductions in allocations will be apportioned between the former and latter Highly Compensated Employees in a manner that causes their equivalent allocation rates to be reduced by the same amount.
|
•
|
If the allocation rate of the Highly Compensated Employees is less than five-percent, either before any reallocation pursuant to this Plan Section 3.04(B)(10)(c), or as a result of any reallocation pursuant to this Plan Section 3.04(B)(10)(c), then for that Plan Year, the Employer Profit Sharing Contributions will be allocated as if the Employer had elected a pro rata allocation formula (as described in Adoption Agreement Section Three).
|
•
|
Participants whose sole allocation for a Plan Year consists of either a minimum allocation made pursuant to Plan Section 3.04(E) or a Safe Harbor Nonelective Contribution, are considered benefiting for purposes of the minimum allocation gateway. Allocation rates will include such contributions when determining whether the minimum gateway allocation has been satisfied.
|
C.
|
Allocation of Forfeitures
- Forfeitures may be, at the Employer’s discretion, applied first to the payment of the Plan’s administrative expenses in accordance with Plan Section 7.04 or applied to the restoration of Participants’ Individual Accounts pursuant to Plan Section 4.01(C)(3). Any remaining Forfeitures will be allocated as follows.
|
1.
|
Profit Sharing Plan
- Unless otherwise elected in the Adoption Agreement, if this is a profit sharing plan, Forfeitures will be used to reduce Employer Contributions. Notwithstanding the preceding, Forfeitures arising under Plan Section 3.12 may be allocated to Qualifying Participants in accordance with Plan Section 3.04(B).
|
2.
|
401(k) Profit Sharing Plan
- Effective for Plan Years beginning after the first adoption of a document restated to meet the requirements under Revenue Procedure 2011-49, unless otherwise elected in the Adoption Agreement or as specified in rules, regulations, or other pronouncements promulgated by the IRS, if this is a 401(k) profit sharing plan Forfeitures of Employer Profit Sharing Contributions, Matching Contributions, ACP Test Safe Harbor Matching Contributions, Excess Aggregate Contributions, QACA ADP Test Safe Harbor Contributions, and QACA ACP Test Safe Harbor Matching Contributions will be used to reduce Employer Contributions other than Elective Deferrals, ADP Test Safe Harbor Contributions, Qualified Nonelective Contributions, Qualified Matching Contributions, or any additional contributions specified in rules, regulations, or other pronouncements promulgated by the IRS. Notwithstanding the preceding, Forfeitures arising under Plan Section 3.12 may be allocated to Qualifying Participants in accordance with Plan Section 3.04(B).
|
3.
|
Money Purchase Pension Plan
- Unless otherwise elected in the Adoption Agreement, if this Plan is a money purchase pension plan, Forfeitures will be used to reduce Employer Money Purchase Pension Contributions to the Plan. Notwithstanding the preceding, Forfeitures arising under Plan Section 3.12 may be allocated to Qualifying Participants in accordance with Plan Section 3.04(B).
|
D.
|
Timing of Employer Contribution
- Unless otherwise specified in the Plan or permitted by law or regulation, the Employer Contribution made by an Employer for each Plan Year will be deposited with the Trustee (or Custodian, if applicable) not later than the due date for filing the Employer’s income tax return for its tax year in which the Plan Year ends, including extensions thereof. Notwithstanding the preceding, Employer Contributions may be deposited during the Plan Year for which they are being made.
|
E.
|
Minimum Allocation for Top-Heavy Plans
-The contribution and allocation provisions of this Plan Section 3.04(E) will apply for any Plan Year with respect to which this Plan is a Top-Heavy Plan and will supersede any conflicting provisions in the Plan or Adoption Agreement.
|
1.
|
Except as otherwise provided in (3) and (4) below, the Employer Contributions and Forfeitures allocated on behalf of any Participant who is not a Key Employee will not be less than the lesser of three-percent of such Participant’s Compensation or (in the case where the Employer does not maintain a defined benefit plan in addition to this Plan that designates this Plan to satisfy Code section 401) the largest percentage of Employer Contributions and Forfeitures, as a percentage of the
|
2.
|
For purposes of computing the minimum allocation, Compensation will mean compensation as provided in the Definitions Section of the Plan as limited by Code section 401(a)(17) and will include any amounts contributed by the Employer pursuant to a salary reduction agreement and that is not includible in gross income under Code sections 402(g), 125, 132(f)(4), or 457. Compensation for the full Determination Year will be used in calculating the minimum allocation.
|
3.
|
The provision in (1) above will not apply to any Participant who was not employed by the Employer on the last day of the Plan Year. In addition, the provision in (1)
above will not apply to any Employee included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between the Employer and Employee representatives if there is evidence that retirement benefits were the subject of good faith bargaining between such Employee representatives and the Employer.
|
4.
|
The provision in (1) above will not apply to any Participant to the extent the Participant is covered under any other plan or plans of the Employer and the Adopting Employer has provided in the Adoption Agreement that the minimum allocation or benefit requirement applicable to Top-Heavy Plans will be met in the other plan or plans and the participant received the minimum allocation or benefit under such plan or plans.
|
5.
|
The minimum allocation required under this Plan Section 3.04(E) (to the extent required to be nonforfeitable under Code section 416(b)) may not be forfeited under Code sections 411(a)(3)(B) or 411(a)(3)(D).
|
6.
|
Elective Deferrals (and for Plan Years beginning before 2002, Matching Contributions) may not be taken into account for purposes of satisfying the minimum allocation requirement applicable to Top-Heavy Plans described in Plan Section 3.04(E)(1). Qualified Nonelective Contributions may, however, be taken into account for such purposes.
|
7.
|
Unless otherwise elected in the Adoption Agreement, the top-heavy minimum will offset Employer Profit Sharing Contributions, if any.
|
F.
|
Return of the Employer Contribution to the Employer Under Special Circumstances
- Any contribution made by the Employer because of a mistake of fact must be returned to the Employer within one year of the contribution.
|
3.05
|
QUALIFIED NONELECTIVE CONTRIBUTIONS
|
3.06
|
QUALIFIED MATCHING CONTRIBUTIONS
|
3.07
|
ROLLOVER CONTRIBUTIONS
|
3.08
|
TRANSFER CONTRIBUTIONS
|
3.09
|
DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
3.10
|
NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
|
3.11
|
OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS
|
3.12
|
LIMITATION ON ALLOCATIONS
|
A.
|
If the Participant does not participate in, and has never participated in, another qualified plan maintained by the Employer, a welfare benefit fund (as defined in Code section 419(e)) maintained by the Employer, an individual medical account (as defined in Code section 415(1)(2)) maintained by the Employer, or a simplified employee pension plan (as defined in Code section 408(k)) maintained by the Employer, any of which provides an Annual Addition as defined in the Definitions Section of the Plan, the following rules will apply.
|
1.
|
The amount of Annual Additions that may be credited to the Participant’s Individual Account for any Limitation Year will not exceed the lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. If the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Individual Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Permissible Amount, the amount contributed or allocated may be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.
|
2.
|
Before determining the Participant’s actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimate of the Participant’s Compensation for the Limitation Year, uniformly determined for all Participants similarly situated.
|
3.
|
As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.
|
4.
|
Any Excess Annual Additions allocated to a Participant may be corrected through EPCRS or such other correction method allowed by statute, regulations, or regulatory authorities. EPCRS is currently described in IRS Revenue Procedure 2013-12.
|
B.
|
If, in addition to this Plan, the Participant is covered under another qualified master or prototype defined contribution plan maintained by the Employer, a welfare benefit fund maintained by the Employer, an individual medical account maintained by the Employer, or a simplified employee pension plan maintained by the Employer any of which provides an Annual Addition as defined in the Definitions Section of the Plan during any Limitation Year, the following rules apply.
|
1.
|
The Annual Additions that may be credited to a Participant’s Individual Account under this Plan for any such Limitation Year will not exceed the Maximum Permissible Amount, reduced by the Annual Additions credited to a Participant under the other qualified Master or Prototype Plans, welfare benefit funds, individual medical account, and simplified employee pension plans for the same Limitation Year. If the Annual Additions with respect to the Participant under other qualified Master or Prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pension plans maintained by the Employer are less than the Maximum Permissible Amount, and the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Individual Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated may be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Permissible Amount. If the Annual Additions with respect to the Participant under such other qualified Master or Prototype defined contribution plans, welfare benefit funds, individual medical accounts, and simplified employee pension plans in the aggregate are equal to or greater
|
2.
|
Before determining the Participant’s actual Compensation for the Limitation Year, the Employer may determine the Maximum Permissible Amount for a Participant in the manner described in Plan Section 3.12(A)(2).
|
3.
|
As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant’s actual Compensation for the Limitation Year.
|
4.
|
Any Excess Annual Additions attributed to this Plan will be disposed of in the manner described in Plan Section 3.12(A)(4).
|
5.
|
If the Participant is covered under another qualified defined contribution plan maintained by the Employer, other than a Master or Prototype Plan, the provisions of Plan Section 3.12(B)(1) through 3.12(B)(4) will apply as if the other plan were a Master or Prototype Plan. In the event this method cannot be administered because of conflicting language in the other plan, the Employer must provide, through a written attachment to the Plan, the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce any Excess Annual Additions in a manner that precludes Employer discretion.
|
C.
|
The provisions of this Plan Section 3.12 will apply to SIMPLE 401(k) contributions made pursuant to Plan Sections 3.01(l) and 3.02.
|
D.
|
Adoption Agreement elections to include or exclude items from Compensation that are inconsistent with Code section 415 and the corresponding regulations will be disregarded for purposes of determining a Participant’s Annual Additions limit.
|
3.13
|
ACTUAL DEFERRAL PERCENTAGE TEST (ADP)
|
A.
|
Limits on Highly Compensated Employees
- The Actual Deferral Percentage (hereinafter “ADP”) for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year and the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year must satisfy one of the following tests.
|
1.
|
The ADP for Participants who are Highly Compensated Employees for the Plan Year will not exceed the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year multiplied by 1.25; or
|
2.
|
The ADP for Participants who are Highly Compensated Employees for the Plan Year will not exceed the ADP for Participants who are non-Highly Compensated Employees for the same Plan Year multiplied by 2.0 provided that the ADP for Participants who are Highly Compensated Employees does not exceed the ADP for Participants who are non-Highly Compensated Employees by more than two percentage points.
|
3.
|
Prior-Year Testing
- The ADP for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ADP for Participants who were non-Highly Compensated Employees for the prior Plan Year must satisfy one of the following tests.
|
a.
|
The ADP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year will not exceed the prior year’s ADP for Participants who were non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25; or
|
b.
|
The ADP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year will not exceed the prior year’s ADP for Participants who were non-Highly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the ADP for Participants who are Highly Compensated Employees does not exceed the ADP for Participants who were non- Highly Compensated Employees in the prior Plan Year by more than two percentage points.
|
4.
|
Current-Year Testing
- If elected by the Employer in the Adoption Agreement, the ADP tests in this Plan Section 3.13(A)(1) and (2) above will be applied by comparing the current Plan Year’s ADP for Participants who are Highly Compensated Employees with the current Plan Year’s ADP for Participants who are non-Highly Compensated Employees. Once a current year testing election is made, the Employer can elect prior-year testing for a Plan Year only if the Plan has used current-year testing for each of the preceding five Plan Years (or if less, the number of Plan Years the Plan has been in existence) or if, as a result of a merger or acquisition described in Code section 410(b)(6)(C)(i), the Employer maintains both a plan using prior year testing and a plan the change is made within the transition period described in Code section 410(b)(6)(C)(ii).
|
B.
|
Special Rules
|
1.
|
A Participant is a Highly Compensated Employee for a particular Plan Year if they meet the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a non-Highly Compensated Employee for a particular Plan Year if they do not meet the definition of a Highly Compensated Employee in effect for that Plan Year.
|
2.
|
The ADP for any Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have Elective Deferrals (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferrals for purposes of the ADP test) allocated to their Individual Accounts under two or more arrangements described in Code section 401(k) that are maintained by the Employer, will be determined as if such Elective Deferrals (and, if applicable, such Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements that have different Plan Years, all Elective Deferrals made during the Plan Year under all such arrangements will be aggregated. For Plan Years beginning before 2006, cash or deferred arrangements ending with or within the same calendar year will be treated as a single arrangement. Notwithstanding the preceding, certain plans will be treated as separate if mandatorily disaggregated under the Treasury Regulations under Code section 401(k).
|
3.
|
In the event that this Plan satisfies the requirements of Code sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this Plan Section 3.13(B)(3) will be applied by determining the ADP of Participants as if all such plans were a single plan. If more than ten-percent of the Employer’s non-Highly Compensated Employees are involved in a plan coverage change as defined in Treasury Regulation section 1.401(k)-2(c)(4), then any adjustments to the non-Highly Compensated Employee ADP for the prior year will be made in accordance with such regulations, unless the Adopting Employer has elected in the Adoption Agreement to use the current-year testing method. Plans may be aggregated in order to satisfy Code section 401(k) only if they have the same Plan Year and use the same ADP testing method.
|
4.
|
For purposes of satisfying the ADP test, Elective Deferrals, Qualified Nonelective Contributions, and Qualified Matching Contributions must be made before the end of the 12-month period immediately following the Plan Year to which contributions relate.
|
5.
|
The Employer shall maintain records sufficient to demonstrate satisfaction of the ADP test and the amount of Qualified Nonelective Contributions or Qualified Matching Contributions, or both, used in such test.
|
6.
|
The determination and treatment of the ADP amounts of any Participant will satisfy such other requirements as may be prescribed by the Secretary of the Treasury.
|
7.
|
If the Employer elects to take Qualified Matching Contributions into account as Elective Deferrals for purposes of the ADP test, then (subject to such other requirements as may be prescribed by the Secretary of the Treasury) the Employer may elect, in a uniform and nondiscriminatory manner, to either include all Qualified Matching Contributions in the ADP test or to include only the amount of such Qualified Matching Contributions that are needed to meet the ADP test.
|
8.
|
In the event that the Plan Administrator determines that it is not likely that the ADP test will be satisfied for a particular Plan Year unless certain steps are taken before the end of such Plan Year, the Plan Administrator may require Contributing Participants who are Highly Compensated Employees to reduce or cease future Elective Deferrals for such Plan Year in order to satisfy that requirement. This limitation will be considered a Plan-imposed limit for Catch-up Contribution purposes. If the
|
9.
|
Elective Deferrals that are treated as Catch-up Contributions because they exceed a Plan limit or a statutory limit will be excluded from ADP testing. Amounts which are characterized as Catch-up Contributions as a result of the ADP test will reduce the amount of Excess Contributions distributed or Qualified Nonelective Contributions or Qualified Matching Contributions contributed to the Plan to correct an Excess Contribution.
|
10.
|
Special Rule for Early Participation
- If the Plan provides that Employees are eligible to become Contributing Participants before they have completed the minimum age and service requirements in Code section 410(a)(l)(A), and if the Plan applies Code section 410(b)(4)(B) in determining whether the Plan satisfies the requirements in Code section 410(b)(l), then in determining whether the Plan satisfies the ADP test, either:
|
a.
|
pursuant to Code section 401(k)(3)(F), the ADP test is performed under the Plan (determined without regard to disaggregation under Treasury Regulation section 1.410(b)-7(c)(3)), using the ADP for all eligible Highly Compensated Employees for the Plan Year and the ADP of eligible non-Highly Compensated Employees for the applicable year, disregarding all non-Highly Compensated Employees who have not met the minimum age and services requirements in Code section 410(a)(1)(A); or
|
b.
|
pursuant to Treasury Regulation section 1.401(k)-1(b)(4), the Plan is disaggregated into separate plans and the ADP test is performed separately for all eligible Participants who have completed the minimum age and service requirements of Code section 410(a)(1)(A) and for all eligible Participants who have not completed the minimum age and service requirements in Code section 410(a)(1)(A).
|
C.
|
Notwithstanding the preceding, the ADP test described above is treated as satisfied for any SIMPLE 401(k) Year in which an Eligible Employer maintains this Plan as a SIMPLE 401(k) Plan.
|
3.14
|
ACTUAL CONTRIBUTION PERCENTAGE TEST (ACP)
|
A.
|
Limits on Highly Compensated Employees
- The Actual Contribution Percentage (hereinafter “ACP”) for Participants who are Highly Compensated Employees for each Plan Year and the ACP for Participants who are non-Highly Compensated Employees for the same Plan Year must satisfy one of the following tests.
|
1.
|
The ACP for Participants who are Highly Compensated Employees for the Plan Year will not exceed the ACP for Participants who are non-Highly Compensated Employees for the same Plan Year multiplied by 1.25.
|
2.
|
The ACP for Participants who are Highly Compensated Employees for the Plan Year will not exceed the ACP for Participants who are non-Highly Compensated Employees for the same Plan Year multiplied by 2.0, provided that the ACP for the Participants who are Highly Compensated Employees does not exceed the ACP for Participants who are non-Highly Compensated Employees by more than two percentage points.
|
3.
|
Prior-Year Testing
- The ACP for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ACP for Participants who were non-Highly Compensated Employees for the prior Plan Year must satisfy one of the following tests.
|
a.
|
The ACP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year will not exceed the prior year’s ACP for Participants who were non-Highly Compensated Employees for the prior Plan Year multiplied by 1.25.
|
b.
|
The ACP for a Plan Year for Participants who are Highly Compensated Employees for the Plan Year will not exceed the prior year’s ACP for Participants who were non-Highly Compensated Employees for the prior Plan Year multiplied by 2.0, provided that the ACP for Participants who are Highly Compensated Employees does not exceed the ACP for Participants who were non- Highly Compensated Employees in the prior Plan Year by more than two percentage points.
|
4.
|
Current-Year Testing
- If elected by the Adopting Employer in the Adoption Agreement, the ACP tests in this Plan Section 3.14(A)(I) and (2), above, will be applied by comparing the current Plan Year’s ACP for Participants who are Highly Compensated Employees for each Plan Year with the current Plan Year’s ACP for Participants who are non-Highly Compensated Employees. Once an election to use current-year testing is made, the Employer can elect prior-year testing for a Plan Year only if the Plan has used current-year testing for each of the preceding five Plan Years (or if lesser, the number of Plan Years the Plan has been in existence) or if, as a result of the merger or acquisition described in Code section 410(b)(6)(C)(i), the Employer maintains both a plan using prior-year testing and a plan using current-year testing and the change is made within the transition period described in Code section 410(b)(6)(C)(ii).
|
B.
|
Special Rules
|
1.
|
A Participant is a Highly Compensated Employee for a particular Plan Year if they meet the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a non-Highly Compensated Employee for a particular Plan Year if they do not meet the definition of a Highly Compensated Employee in effect for that Plan Year.
|
2.
|
For purposes of this Plan Section 3.14, the Contribution Percentage for any Participant who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to their Individual Account under two or more plans described in Code section 401(a), or arrangements described in Code section 401(k) that are maintained by the Employer, will be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly Compensated Employee participates in two or more such plans or arrangements that have different plan years, all Contribution Percentage Amounts made during the Plan Year under all such plans and arrangements will be aggregated. For Plan Years beginning before 2006, all such plans and arrangements ending with or within the same calendar year will be treated as a single plan or arrangement. Notwithstanding the preceding, certain plans will be treated as separate if mandatorily disaggregated under regulations under Code section 401(m).
|
3.
|
In the event that this Plan satisfies the requirements of Code sections 401(m), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this Plan Section 3.14(B)(3) will be applied by determining the Contribution Percentage of Employees as if all such plans were a single plan. If more than ten-percent of the Employer’s non-Highly Compensated Employees are involved in a plan coverage change as defined in Treasury Regulation section 1.401(m)-2(c)(4), then any adjustments to the non-Highly Compensated Employee ACP for the prior year will be made in accordance with such regulations, unless the Employer has elected in the Adoption Agreement to use the current-year testing method. Plans may be aggregated in order to satisfy Code section 401(m) only if they have the same Plan Year and use the same ACP testing method.
|
4.
|
For purposes of determining the Actual Contribution Percentage test, Nondeductible Employee Contributions are considered to have been made in the Plan Year in which contributed to the Fund. Matching Contributions and Qualified Nonelective Contributions will be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year.
|
5.
|
The Employer shall maintain records sufficient to demonstrate satisfaction of the ACP test and the amount of Qualified Nonelective Contributions or Qualified Matching Contributions, or both, used in such test.
|
6.
|
The determination and treatment of the Contribution Percentage of any Participant will satisfy such other requirements as may be prescribed by the Secretary of the Treasury.
|
7.
|
If the Employer elects to take Qualified Nonelective Contributions into account as Contribution Percentage Amounts for purposes of the ACP test, then (subject to such other requirements as may be prescribed by the Secretary of the Treasury) the Employer may elect, in a uniform and nondiscriminatory manner, either to include all Qualified Nonelective Contributions in the ACP test
|
8.
|
If the Employer elects to take Elective Deferrals into account as Contribution Percentage Amounts for purposes of the ACP test, then (subject to such other requirements as may be prescribed by the Secretary of the Treasury) the Employer may elect, in a uniform and nondiscriminatory manner, either to include all Elective Deferrals in the ACP test or to include only the amount of such Elective Deferrals that are needed to meet the ACP test.
|
9.
|
Special Rule for Early Participation
- If the Plan provides for Matching Contributions or Nondeductible Employee Contributions and provides that Employees are eligible to participate with regard to such contributions before they have completed the minimum age and service requirements in Code section 410(a)(l)(A), and if the Plan applies Code section 410(b)(4)(B) in determining whether the Plan meets the requirements in Code section 410(b)(1), then in determining whether the Plan meets the ACP test, either:
|
a.
|
pursuant to Code section 401(m)(5)(C), the ACP test is performed under the Plan (determined without regard to disaggregation under Treasury Regulation section 1.410(b)-7(c)(3)), using the ACP for all eligible Highly Compensated Employees for the Plan Year and the ACP of eligible non-Highly Compensated Employees for the applicable year, disregarding all non-Highly Compensated Employees who have not met the minimum age and service requirements in Code section 410(a)(1)(A); or
|
b.
|
pursuant to Treasury Regulation section 1.401(m)-l(b)(4), the Plan is disaggregated into separate plans and the ACP test is performed separately for all eligible Participants who have completed the minimum age and service requirements in Code section 410(a)(1)(A) and for all eligible Participants who have not completed the minimum age and service requirements in Code section 410(a)(1)(A).
|
10.
|
Notwithstanding the preceding, the ACP test described above is treated as satisfied for any SIMPLE 401(k) Year in which an Eligible Employer maintains this Plan as a SIMPLE 401(k) Plan.
|
4.01
|
DETERMINING THE VESTED PORTION OF PARTICIPANT INDIVIDUAL ACCOUNTS
|
A.
|
Determining the Vested Portion
- In determining the Vested portion of a Participant’s Individual Account, the following rules apply.
|
1.
|
Employer Contributions
- The Vested portion of a Participant’s Individual Account derived from Employer Contributions other than Elective Deferrals is determined by applying the vesting schedule(s) selected in the Adoption Agreement (or the vesting schedule(s) described in Plan Section 4.01(B) if the Plan is a Top-Heavy Plan). In the event that there is not a vesting schedule option provided in the Adoption Agreement, a Participant will be fully Vested in their Individual Account at all times. Notwithstanding the preceding, a Participant with accrued benefits derived from Employer Profit Sharing Contributions or Employer Money Purchase Pension Contributions who has not completed at least one Hour of Service under the Plan in a Plan Year beginning after December 31, 2006, will be subject to the vesting schedule in effect after January 1,
2007, unless otherwise elected
|
2.
|
Other Contributions
- A Participant is fully Vested in their rollover contributions and transfer contributions (subject to the exceptions provided in Plan Section 3.08), Elective Deferrals, Deductible Employee Contributions, Nondeductible Employee Contributions, Qualified Matching Contributions, and Qualified Nonelective Contributions, and any earnings thereon. No Forfeiture will occur solely as a result of an Employee’s withdrawal of such contributions. Separate accounts for such contributions will be maintained for each Employee, including separate accounts for Pre-Tax Elective Deferrals and Roth Elective Deferrals. Each account will be credited with the applicable contributions and earnings thereon.
|
3.
|
Fully Vested Under Certain Circumstances
- An Employee is fully Vested in their Individual Account if any of the following occurs:
|
a.
|
the Employee reaches Normal Retirement Age;
|
b.
|
the Plan is terminated or partially terminated as defined by rules promulgated by the IRS; or
|
c.
|
there exists a complete discontinuance of contributions under the Plan.
|
4.
|
Participants under a Prior Plan Document
- If a Participant was a participant under a Prior Plan Document on the Effective Date, their Vested percentage will not be less than it would have been under such Prior Plan Document as computed on the Effective Date.
|
5.
|
SIMPLE 401(k) Exception
- Notwithstanding anything in this Plan to the contrary, all benefits attributable to contributions described in Plan Section 3.01(I) are nonforfeitable at all times, and all previous contributions made under the Plan are nonforfeitable as of the beginning of the SIMPLE 40l(k) Year in which the SIMPLE 401(k) Plan is adopted.
|
6.
|
ADP Test Safe Harbor Contribution Exception
- Notwithstanding anything in this Plan to the contrary, all benefits attributable to ADP Test Safe Harbor Contributions will be nonforfeitable at all times.
|
7.
|
ACP Test Safe Harbor Matching Contributions
- Notwithstanding anything in this Plan to the contrary, ACP Test Safe Harbor Matching Contributions will be Vested as indicated in the Matching
|
8.
|
Employer Prevailing Wage Contributions
- Notwithstanding anything in this Plan to the contrary, contributions made by an Employer pursuant to Plan Section 3.04(B)(3) will be nonforfeitable at all times.
|
B.
|
Minimum Vesting Schedule for Top-Heavy Plans
- The following vesting provisions apply for any Plan Year in which this Plan is a Top-Heavy Plan.
|
C.
|
Termination of Employment -
If a Participant incurs a Termination of Employment, any portion of their Individual Account which is not Vested may be held in a Forfeiture account. Such Forfeiture account will share in any increase or decrease in the fair market value of the assets of the Fund in accordance with Plan Section 7.02(B). The disposition of such Forfeiture account will be as follows.
|
1.
|
Cashout of Certain Terminated Participants
- If the Vested value of a terminated Participant’s Individual Account does not exceed $1,000 (or such other cashout level specified in the Adoption Agreement), the Vested value of the Participant’s Individual Account may be paid from the Plan pursuant to Plan Sections 5.01(B)(l) and 5.04(A), subject to a uniform and nondiscriminatory policy established by the Plan Administrator. The portion which is not Vested will be treated as a Forfeiture and applied in accordance with Plan Section 3.04(C). If a Participant would have received the Vested portion of their Individual Account pursuant to the previous sentence but for the fact that the Participant’s Vested Individual Account exceeded the cashout amount when the Participant terminated service, and if at a later time such Individual Account is reduced such that it is not greater than the cashout level, the Vested portion of the Participant’s Individual Account will be paid from the Plan and the portion that is not Vested will be treated as a Forfeiture and applied in accordance with Plan Section 3.04(C). For purposes of this Plan Section, if the value of the Vested portion of a Participant’s Individual Account is zero, the Participant will be deemed to have received a distribution of such Vested Individual Account.
|
2.
|
Terminated Participants Who Elect to Receive Distributions
- If such terminated Participant elects to receive a distribution of the entire Vested portion of their Individual Account in accordance with Plan Section 5.01(B)(2), the portion that is not Vested will be treated as a Forfeiture. Such Forfeiture will be applied in accordance with Plan Section 3.04(C).
|
3.
|
Reemployed Participants Who Received Distributions
- If such Participant is deemed to receive a distribution pursuant to Plan Section 4.01(C)(l) and the Participant subsequently resumes employment before the date the Participant incurs five consecutive Breaks in Vesting Service, upon the reemployment of such Participant, the Employer-derived Individual Account balance will be restored to the amount on the date of the deemed distribution. If such Participant receives a distribution pursuant to Plan Section 4.01(C)(l) or (2) and the Participant subsequently resumes employment, the Participant’s Employer-deemed balance will be restored to the amount on the date of distribution if the Participant repays to the Plan the full amount of the distribution that was subject to a vesting schedule before the earlier of
|
a.
|
five years after the first date on which the Participant is subsequently reemployed by the Employer, or
|
b.
|
the date the Participant incurs five consecutive Breaks in Vesting Service following the date of the distribution.
|
4.
|
Reemployed Participants Who Did Not Receive Distributions
- If such Participant neither receives nor is deemed to receive a distribution pursuant to Plan Section 4.01(C)(l) or (2), and the Participant returns to the service of the Employer before incurring five consecutive Breaks in Vesting Service, there will be no Forfeiture. Rather, the amount in such Forfeiture account will be restored to such Participant’s Individual Account.
|
D.
|
Vesting Breaks in Service
|
1.
|
Vesting of Pre-Break Accruals
- Years of Vesting Service (Periods of Service, if applicable) credited after a Participant incurs five consecutive Breaks in Vesting Service will be disregarded in determining the Vested portion of such Participant’s Individual Account that was accrued before the five consecutive Breaks in Vesting Service. If a Participant who has neither received a distribution nor has been deemed to receive a distribution incurs five consecutive Breaks in Vesting Service, the portion of the Participant’s Individual Account that
is not Vested will be treated as a Forfeiture and applied in accordance with Plan Section 3.04(C).
|
2.
|
Vesting of Post-Break Accruals
- Years of Vesting Service (Periods of Service, if applicable) credited before a Break in Vesting Service will apply for purposes of determining the Vested portion of a Participant’s Individual Account that is accrued after such Break in Vesting Service.
|
E.
|
Distribution Before Full Vesting
- If a distribution is made to a Participant who was not then fully Vested in their Individual Account derived from Employer Contributions, and if the Participant may increase their Vested percentage in their Individual Account, then the following rules will apply:
|
1.
|
a separate account will be established for the Participant’s interest in the Plan as of the time of the distribution, and
|
2.
|
at any relevant time, the Participant’s Vested portion of the separate account will be equal to an amount (“X”) determined in accordance with the standard formula described below. The formula must be used in a uniform and nondiscriminatory manner.
|
F.
|
QACA ADP Test Safe Harbor Contributions
- Notwithstanding anything in this Plan to the contrary, QACA ADP Test Safe Harbor Contributions will be Vested as indicated in the Adoption Agreement over a period that may not exceed two years. If no election is made, all benefits attributable to such contributions will be fully Vested at all times. In addition, such contributions will be fully Vested upon an Employee’s attainment of Normal Retirement Age, upon the complete or partial termination of the Plan, or upon the complete discontinuance of Employer Contributions.
|
G.
|
QACAACP Test Safe Harbor Matching Contributions-Notwithstanding
anything in this Plan to the contrary, QACAACP Test Safe Harbor Matching Contributions will be Vested according to the vesting provisions for Matching Contributions selected in the Adoption Agreement, but, in any event, such contributions will be fully Vested upon an Employee’s attainment of Normal Retirement Age, upon the complete or partial termination of the Plan, or upon the complete discontinuance of Employer Contributions.
|
4.02
|
100 PERCENT VESTING OF CERTAIN CONTRIBUTIONS
|
4.03
|
FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
|
4.04
|
FORFEITURES OF QACA ADP TEST SAFE HARBOR CONTRIBUTIONS AND QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
|
5.01
|
DISTRIBUTIONS
|
A.
|
Eligibility for Distributions
|
1.
|
Entitlement to Distribution
- The Vested portion of a Participant’s Individual Account attributable to Employer Contributions (including ACP Test Safe Harbor Matching Contributions and QACA ACP Test Safe Harbor Matching Contributions) other than those described in Plan Section 5.01(A)(2) will be distributable to the Participant upon
1)
the Participant satisfying the distribution eligibility requirements specified in the Adoption Agreement, 2) the Participant’s Termination of Employment after attaining Normal Retirement Age, 3) the termination of the Plan, and 4) if the Plan designates an Early Retirement Age, the Participant’s Termination of Employment after satisfying any Early Retirement Age conditions. If a Participant separates from service before satisfying the Early Retirement Age requirement, but has satisfied the service requirement, the Participant will be entitled to elect an early retirement benefit upon satisfying such age requirement. With respect to item 1) above, if the Adoption Agreement does not allow an Employer to specify distribution eligibility requirements, the Vested portion of a Participant’s Individual Account will be distributable to the Participant upon the Participant’s Termination of Employment, attainment of Normal Retirement Age, Disability, attainment of age 59½ (if this Plan is a profit sharing or 401(k) plan), or the termination of the Plan. If a Participant who is entitled to a distribution is not legally competent to request or consent to a distribution, the Participant’s court-appointed guardian, an attorney-in-fact acting under a valid power of attorney, or any other individual or entity authorized under state law to act on behalf of the Participant, may request and accept a distribution of the Vested portion of a Participant’s Individual Account under this Plan Section 5.01(A).
|
2.
|
Special Requirements for Certain 40l(k) Contributions
- Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions, and income allocable to each are not distributable to a Participant or their Beneficiary or Beneficiaries, in accordance with such Participant’s or Beneficiaries’ election, earlier than upon the Participant’s Severance from Employment, death, or Disability, except as listed below.
|
a.
|
termination of the Plan without the establishment of another defined contribution plan, other than an employee stock ownership plan (as defined in Code section 4975(e) or Code section 409), a simplified employee pension plan (as defined in Code section 408(k)), a SIMPLE IRA Plan (as defined in Code section 408(p)), a plan or contract described in Code section 403(b), or a plan described in Code section 457(b) or (f), at any time during the period beginning on the date of Plan termination and ending twelve months after all assets have been distributed from the Plan;
|
b.
|
attainment of age 59½ in the case of a profit sharing plan, if elected in the Adoption Agreement. Notwithstanding the preceding, where no election is available in the Adoption Agreement, distribution of Elective Deferrals will be permitted upon the attainment of age 59½;
|
c.
|
existence of a hardship incurred by the Participant as described in Plan Section 5.01(C)(2)(b), if elected in the Adoption Agreement. Notwithstanding the preceding, where no election is available in the Adoption Agreement, distribution of Elective Deferrals will be permitted upon the existence of a hardship as described in Plan Section 5.01(C)(2)(b);
|
d.
|
unless otherwise elected in the Adoption Agreement, existence of a Deemed Severance from Employment under Code section 414(u)(12)(B) during a period of uniformed services as defined in Code section 3401(h)(2)(A). Notwithstanding the preceding, where no election is available in the Adoption Agreement, distribution of Elective Deferrals will be permitted upon a Deemed Severance from Employment. If an individual receives a distribution due to a Deemed Severance from Employment, the individual may not make an Elective Deferral or Nondeductible Employee Contribution during the six- month period beginning on the date of the distribution; or
|
e.
|
a federally declared disaster as described in Plan Section 5.01(D)(4).
|
3.
|
Distribution Request: When Distributed
- A Participant or Beneficiary entitled to a distribution who wishes to receive a distribution must submit a request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator. If required in writing, such request will be made upon a form provided or approved by the Plan Administrator. Unless otherwise elected in the Adoption Agreement, upon a valid request, the Plan Administrator will direct the Trustee (or Custodian, if applicable) to commence distribution as soon as administratively feasible after the request is received.
|
B.
|
Distributions Upon Termination of Employment
|
1.
|
Individual Account Balances Less Than or Equal to Cashout Leve
l - If the value of the Vested portion of a Participant’s Individual Account does not exceed the cashout level, the following rules will apply regarding Plan Section 4.01(C)(l).
|
a.
|
If the value of the Vested portion of a Participant’s Individual Account does not qualify as an Eligible Rollover Distribution, distribution from the Plan may be made to the Participant in a single lump sum in lieu of all other forms of distribution under the Plan.
|
b.
|
Unless otherwise elected in the Adoption Agreement, if the value of the Vested portion of a Participant’s Individual Account does not exceed $1,000 and qualifies as an Eligible Rollover Distribution, and the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution in accordance with this Section Five of the Plan, distribution will be made to the Participant in a single lump sum in lieu of all other forms of distribution under the Plan.
|
c.
|
If the value of the Vested portion of a Participant’s Individual Account exceeds $1,000 and qualifies as an Eligible Rollover Distribution, and if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution in accordance with this Section Five of the Plan, distribution will be paid by
|
2.
|
Individual Account Balances Exceeding Cashout Level
- If distribution in the form of a Qualified Joint and Survivor Annuity is required with respect to a Participant and either the value of the Participant’s Vested Individual Account exceeds the cashout level or there are remaining payments to be made with respect to a particular distribution option that previously commenced, and if the Individual Account is immediately distributable, the Participant must consent to any distribution of such Individual Account.
|
a.
|
the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and
|
b.
|
the Participant, after receiving the notice, affirmatively elects a distribution.
|
3.
|
Distribution Before Attainment of Normal Retirement Age
- Unless otherwise elected in the Adoption Agreement, a Participant who has incurred a Termination of Employment before attaining Normal Retirement Age may elect to receive a distribution of Matching Contributions, Employer Profit Sharing Contributions, and Employer Money Purchase Pension Contributions, as applicable. Unless otherwise elected in the Adoption Agreement, a Participant who has incurred a Severance from Employment before attaining Normal Retirement Age may elect to receive a distribution with regard to Qualified Matching Contributions, Elective Deferrals, and Qualified Nonelective Contributions, and the Vested portions of ADP Test Safe Harbor Contributions and QACA ADP Test Safe Harbor Contributions.
|
C.
|
Distributions During Employment
|
1.
|
In-Service Distributions
- Unless otherwise elected in the Adoption Agreement, if this is a profit sharing plan, a Participant who is not otherwise eligible to receive a distribution of their Individual Account may elect to receive an in-service distribution of all or part of the Vested portion of their Individual Account attributable to Employer Contributions, other than those described in Plan Sections 5.01(A)(2) and 5.01(C)(2)(b), upon meeting one of the following requirements.
|
a.
|
Participant for Five or More Years
- An Employee who has been a Participant in the Plan for five or more years may withdraw up to the entire Vested portion of their Individual Account.
|
b.
|
Participant for Less than Five Years
- An Employee who has been a Participant in the Plan for less than five years may withdraw only the amount that has been in their Individual Account attributable to Employer Contributions for at least two full Plan Years, measured from the date such contributions were allocated.
|
2.
|
Hardship Withdrawals
|
a.
|
Hardship Withdrawals of Matching Contributions and Employer Profit Sharing Contributions
- Unless otherwise elected in the Adoption Agreement, if this is a profit sharing plan, then notwithstanding Plan Section 5.01(C)(l), an Employee may elect to receive a hardship distribution of all or part of the Vested portion of their Individual Account attributable to Employer Contributions
|
i
|
the Employee has obtained all distributions, other than hardship distributions, and all nontaxable loans available under all plans maintained by the Employer; and
|
ii
|
the distribution is not in excess of the amount of an immediate and heavy financial need (including amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution).
|
b.
|
Hardship Withdrawals of Elective Deferrals
- Unless otherwise elected in the Adoption Agreement, distribution of Elective Deferrals (including Qualified Nonelective Contributions and Qualified Matching Contributions that are treated as Elective Deferrals and any earnings credited to an Employee’s account as of the later of December 31, 1988, and the end of the last Plan Year ending before July 1,
1989) may be made to an Employee in the event of hardship. For the purposes of this Plan Section 5.01(C)(2)(b), hardship is defined as an immediate and heavy financial need of the Employee where the distribution is needed to satisfy the immediate and heavy financial need of such Employee. Hardship distributions are subject to the spousal consent requirements contained in Code sections 401(a)(11) and 417, if applicable.
|
i
|
all plans maintained by the Employer provide that the Employee’s Elective Deferrals (and Nondeductible Employee Contributions) will be suspended for six months (12 months for hardship distributions before 2002) after the receipt of the hardship distribution; and
|
ii
|
for hardship distributions before 2002, all plans maintained by the Employer provide that the Employee may not make Elective Deferrals for the Employee’s taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code section
|
3.
|
Qualified Reservist Distributions
- Unless otherwise elected in the Adoption Agreement, Participants may take penalty-free qualified reservist distributions from the Plan. A qualified reservist distribution means any distribution to a Participant where 1) such distribution is made from Elective Deferrals, 2) such Participant was ordered or called to active duty for a period in excess of 179 days or for an indefinite period, and 3) such distribution is made during the period beginning on the date of such order or call and ending at the close of the active duty period. The Participant must have been ordered or called to active duty after September 11,
2001.
|
D.
|
Miscellaneous Distribution Issues
|
1.
|
Distribution of Rollover, Transfer, and Nondeductible Employee Contributions
- The following rules will apply with respect to entitlement to distribution of rollover and transfer contributions and Nondeductible Employee Contributions.
|
a.
|
Entitlement to Distribution
-
|
i
|
Rollover Contributions
- Unless otherwise elected in the Adoption Agreement, rollover contributions (including rollovers of Nondeductible Employee Contributions) and earnings thereon may be distributed at any time upon request. If the Adopting Employer specifies in the Adoption Agreement that Rollover contributions may not be distributed at any time, such contributions will be subject to the Plan’s provisions governing distributions of either Employer Profit Sharing Contributions (if this Plan is a profit sharing plan) or Employer Money Purchase Pension Contributions (if this Plan is a money purchase pension plan).
|
ii
|
Elective Transfers
- Unless otherwise elected in the Adoption Agreement, elective transfer contributions may be distributed at any time upon request subject to the restrictions below and any other restrictions required by either the Code or applicable regulations. If the Adopting Employer elects in the Adoption Agreement that elective transfer contributions may not be distributed at any time, such contributions will be subject to the Plan’s provisions governing distributions of either Employer Profit Sharing Contributions (if this Plan is a profit sharing plan) or Employer Money Purchase Pension Contributions (if the Plan is a money purchase pension plan).
|
iii
|
Non-Elective Transfers
- Each type of contribution (e.g., Elective Deferral, Employer Matching) included in non-elective transfer contributions received by the Plan as a result of a merger, consolidation, spin-off, or other Employer-initiated event will be distributable pursuant to the Plan’s provisions governing distributions of the same contribution type, subject to the provisions of Code section 411(d)(6). If one or more contribution type does not exist under the Plan, such contributions will be subject to the Plan’s provisions governing distributions of either Employer Profit Sharing Contributions (if this Plan is a profit sharing plan) or Employer Money Purchase Pension Contributions (if this Plan is a money purchase pension plan).
|
b.
|
Direct Rollovers of Eligible Rollover Distributions
- Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Recipient’s election under this Plan Section 5.01(D)(l)(b), a Recipient may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution that is equal to at least $500 (or such lesser amount if the Plan Administrator permits in a uniform and nondiscriminatory manner) paid directly to an Eligible Retirement Plan specified by the Recipient in a Direct Rollover.
|
2.
|
Option to Limit Frequency of In-Service Distributions
- If this is a profit sharing plan and the Adopting Employer has elected to limit the number of in-service distributions in the Adoption Agreement, then a Participant will be permitted only the number of in-service distributions indicated in the Adoption Agreement during the course of such Participant’s employment with the Employer. The amount that the Participant can withdraw will be limited to the lesser of the amount determined under the limits set forth in Plan Section 5.01(C) or the percentage of the Participant’s Individual Account specified by the Adopting Employer in the Adoption Agreement. Distributions under this Plan Section 5.01(0)(2) will be subject to the requirements of Plan Section 5.10.
|
3.
|
Commencement of Benefits
-Notwithstanding any other provision, unless the Participant elects otherwise, distribution of benefits will begin no later than the 60
th
day after the latest of the close of the Plan Year in which
|
a.
|
the Participant attains age 65 (or Normal Retirement Age, if earlier),
|
b.
|
the Participant reaches the 10
th
anniversary of the year in which the Participant commenced participation in the Plan, or
|
c.
|
the Participant incurs a Termination of Employment.
|
4.
|
Federally Declared Disaster
- If allowed by the Plan Sponsor, Participants may have previously requested or may in the future request a distribution of, or a loan from, the Vested portion of their Individual Account balance related to federally declared disaster area tax relief(e.g., Katrina Emergency Tax Relief Act of 2005, Heartland Disaster Tax Relief Act of2008), as specified by the Plan Sponsor and as allowed under the Code and any additional rules, regulations, or other pronouncements promulgated by either the IRS or DOL.
|
5.02
|
FORM OF DISTRIBUTION TO A PARTICIPANT
|
5.03
|
DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT
|
A.
|
Designation of Beneficiary
- Spousal Consent - Each Participant may designate, in a form or manner approved by and delivered to the Plan Administrator, one or more Primary and Contingent Beneficiaries to receive all or a specified portion of the Participant’s Individual Account in the event of the Participant’s death. A Participant may change or revoke such Beneficiary designation by completing and delivering the proper form to the Plan Administrator. Unless the Participant has indicated otherwise on the Beneficiary designation or has filed such designation after the effect date of the divorce, any designation of a Beneficiary identified as Participant’s spouse shall be deemed revoked by the divorce of the Participant and such Beneficiary. Such revocation shall be effective upon receipt of acceptable documentary evidence of divorce, delivered after the Participant’s death to the Plan Administrator. The Plan Administrator shall not be liable for any payment or transfer made to a Beneficiary in the absence of such documentation. Notwithstanding anything to the contrary in this section, any domestic relations order submitted to and qualified by the Plan Administrator at any time prior to the final transfer and/or payment of the Participant’s account shall be deemed to constitute such acceptable documentary evidence of divorce.
|
B.
|
Payment to Beneficiary -
If a Participant dies before the Participant’s entire Individual Account has been paid to them, such deceased Participant’s Individual Account will be payable to any surviving Beneficiary designated by the Participant, or, if no Beneficiary survives the Participant, to the Participant’s Spouse, or, where no Spouse exists, to the Participant’s estate. If the Beneficiary is a minor, distribution will be deemed to have been made to such Beneficiary if the portion of the Participant’s Individual Account to which the Beneficiary is entitled is paid to their legal guardian or, if applicable, to their custodian under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act. If a Beneficiary is not a minor but is not legally competent to request or consent to a distribution, distributions will be deemed to have been made to such Beneficiary if the portion of the Participant’s Individual Account to which the Beneficiary is entitled is paid to the Participant’s court-appointed guardian, an attorney-in-fact acting under a valid power of attorney, or any other individual or entity authorized under state law to act on behalf of the Beneficiary. A Beneficiary may disclaim their portion of a Participant’s Individual Account by providing the Plan Administrator written notification pursuant to Code section 25
l
8(b). If a Beneficiary dies before the Participant’s entire Individual Account has been paid to the Beneficiary, then the balance of the Participant’s Individual Account will be payable to the beneficiary’s estate.
|
C.
|
Distribution Request
- When Distributed - A Beneficiary of a deceased Participant entitled to a distribution who wishes to receive a distribution must submit a request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator. If required in writing, such request will be made on a form provided or approved by the Plan Administrator. Unless otherwise elected in the Adoption Agreement, upon a valid request, the Plan Administrator shall direct the Trustee (or Custodian, if applicable) to commence distribution as soon as administratively feasible after the request is received. To be entitled to receive any undistributed amounts credited to the Account at the Participant’s death, any person or persons designated as a Beneficiary must be alive and any entity designated as a Beneficiary must be in existence at the time of the Participant’s death. In the event that the order of the deaths of the Participant and any primary Beneficiary cannot be determined or have occurred within 120 hours of each other, the Participant shall be deemed to have survived. In the event that the death of the Participant or any Beneficiary is the result of a criminal act involving any other Beneficiary, a person convicted of such criminal act shall not be entitled to receive any undistributed amounts credited to the deceased Participant’s Individual Account.
|
5.04
|
FORM OF DISTRIBUTION TO BENEFICIARIES
|
A.
|
Value of Individual Account Does Not Exceed $5,000
- If the value of the Vested portion of a Participant’s Individual Account does not exceed $5,000, the value of the Vested portion of a Participant’s Individual Account may be made to the Beneficiary in a single lump sum in lieu of all other forms of distribution under the Plan, as soon as administratively feasible.
|
B.
|
Value of Individual Account Exceeds $5,000
- If the value of the Vested portion of a Participant’s Individual Account exceeds $5,000, the preretirement survivor annuity requirements of Plan Section 5.10 will apply unless waived in accordance with that Plan Section 5.10 or unless the Retirement Equity Act safe harbor rules of Plan Section 5.10(E) apply. However, a surviving Spouse Beneficiary may elect any form of payment allowable under the Plan in lieu of the preretirement survivor annuity. Any such payment to the surviving Spouse must meet the requirements of Plan Section 5.05.
|
C.
|
Other Forms of Distribution to Beneficiary
- If the value of a Participant’s Individual Account exceeds $5,000 and the Participant has properly waived the preretirement survivor annuity, as described in Plan Section 5.10 (if applicable), or if the Beneficiary is the Participant’s surviving Spouse, the Beneficiary may, subject to the requirements of Plan Section 5.05, request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) that the Participant’s Individual Account be paid in any form of distribution permitted to be taken by the Participant under this Plan other than applying the Individual Account toward the purchase of an annuity contract. Notwithstanding the preceding, installment payments to a Beneficiary cannot be made over a period exceeding the Life Expectancy of such Beneficiary.
|
5.05
|
REQUIRED MINIMUM DISTRIBUTION REQUIREMENTS
|
A.
|
General Rules
|
1.
|
Subject to Plan. Section 5.10, the requirements of this Plan Section 5.05 will apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this Plan Section 5.05 apply to calendar years beginning after December 31, 2002.
|
2.
|
All distributions required under this Plan Section 5.05 will be determined and made in accordance with Treasury Regulation section 1.401(a)(9), including the minimum distribution incidental benefit requirement of Code section 401(a)(9)(G).
|
3.
|
Limits on Distribution Periods
- As of the first Distribution Calendar Year, distributions to a Participant, if not made in a single sum, may only be made over one of the following periods (or a combination thereof):
|
a.
|
the life of the Participant,
|
b.
|
the joint lives of the Participant and a Designated Beneficiary,
|
c.
|
a period certain not extending beyond the Life Expectancy of the Participant, or
|
d.
|
a period certain not extending beyond the joint life and last survivor expectancy of the Participant and a Designated Beneficiary.
|
B.
|
Time and Manner of Distribution
|
1.
|
Required Beginning Date
- The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
|
2.
|
Forms of Distributio
n - Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Plan Section 5.05(C) and Plan Section 5.05(D). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code section 401(a)(9) and the corresponding Treasury Regulations.
|
C.
|
Required Minimum Distributions During Participant’s Lifetime
|
1.
|
Amount of Required Minimum Distribution for Each Distribution Calendar Year
- During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:
|
a.
|
the quotient obtained by dividing the Participant’s Benefit by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation section 1.401(a)(9)-9, Q&A 2, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or
|
b.
|
if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Benefit by the number in the Joint and Last Survivor Table set forth in Treasury Regulation section 1.401(a)(9)-9, Q&A 3, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar Year.
|
2.
|
Lifetime Required Minimum Distributions Continue Through Year of Participant’s Deat
h- Required minimum distributions will be determined under this Plan Section 5.05(C) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.
|
D.
|
Required Minimum Distributions After Participant’s Death
|
1.
|
Death On or After Date Distributions Begin
|
a.
|
Participant Survived by Designated Beneficiary-
If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s benefit by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:
|
i
|
The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
ii
|
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.
|
iii
|
If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
|
b.
|
No Designated Beneficiary-
If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s benefit by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
|
2.
|
Death Before Date Distributions Begin
|
a.
|
Participant Survived by Designated Beneficiary-Except
as provided in the Adoption Agreement (or in a separate
IRS
model amendment, if applicable) or as elected by a Designated Beneficiary pursuant to Plan Section 5.05(B)(I), if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s benefit by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Plan Section 5.05(D)(I).
|
i
|
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, then, except as provided in the Adoption Agreement (or in a separate IRS model amendment, if applicable), distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.
|
ii
|
If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, then, except as provided in the Adoption Agreement (or in a separate IRS model amendment, if applicable), distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
|
iii
|
If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse are required to begin, this Plan Section 5.05(D)(2), other than Plan Section 5.05(D)(2)(a), will apply as if the surviving Spouse were the Participant.
|
b.
|
No Designated Beneficiary-
If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
|
3.
|
Election to Allow Designated Beneficiary Receiving Distributions Under Five-Year Rule to Elect Life Expectancy Distributions
- Unless specified otherwise in a separate IRS model amendment, a Designated Beneficiary who is receiving payments under the five- year rule may have made a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the five-year period.
|
E.
|
TEFRA Section 242(b) Elections
|
1.
|
Notwithstanding the other requirements of this Plan Section 5.05 and subject to the requirements of Plan Section 5.10, Joint and Survivor Annuity Requirements, distribution on behalf of any Employee (or former Employee), including a five-percent owner, who has made a designation under the Tax Equity and Fiscal Responsibility Act of1982 Section 242(b)(2) (a “Section 242(b)(2) Election’) may be made in accordance with all of the following requirements (regardless of when such distribution commences).
|
a.
|
The distribution by the Fund is one which would not have qualified such Fund under Code section 401(a)(9) as in effect before amendment by the Deficit Reduction Act of 1984.
|
b.
|
The distribution is in accordance with a method of distribution designated by the Employee whose interest in the Fund is being distributed or, if the Employee is deceased, by a Beneficiary of such Employee.
|
c.
|
Such designation was in writing, was signed by the Employee or the Beneficiary, and was made before January 1, 1984.
|
d.
|
The Employee had accrued a benefit under the Plan as of December 31, 1983.
|
e.
|
The method of distribution designated by the Employee or the Beneficiary specifies the time at which distribution will commence, the period over which distributions will be made, and in the case
|
2.
|
A distribution upon death will not be covered by this transitional rule unless the information in the designation contains the required information described above with respect to the distributions to be made upon the death of the Employee.
|
3.
|
If a designation is revoked, any subsequent distribution must satisfy the requirements of Code section 401(a)(9) and the corresponding regulations. If a designation is revoked subsequent to the date distributions are required to begin, the Plan must distribute, by the end of the calendar year following the calendar year in which the revocation occurs, the total amount not yet distributed which would have been required to have been distributed to satisfy Code section 401(a)(9) and the corresponding regulations, but for an election made under the Tax Equity and Fiscal Responsibility Act of 1982, Section 242(b)(2). For calendar years beginning after December 31, 1988, such distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named in the designation) under the designation will not be considered to be a revocation of the designation, provided such substitution or addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example, by altering the relevant measuring life).
|
4.
|
In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Treasury Regulation section l.401(a)(9)-8, Q&A 14 and Q&A 15, will apply.
|
F.
|
Transition Rules
- For plans in existence before 2003, required minimum distributions before 2003 were made pursuant to Plan Section 5.05(E), if applicable, and Plan Sections 5.05(F)(l) through 5.05(F)(3) below.
|
1.
|
2000 and Before
- Required minimum distributions for calendar years after 1984 and before 2001 were made in accordance with Code section 401(a)(9) and the corresponding Proposed Treasury Regulations published in the Federal Register on July 27, 1987 (the “1987 Proposed Regulations”).
|
2.
|
2001
- Required minimum distributions for calendar year 2001 were made in accordance with Code section 401(a)(9) and the Proposed Treasury Regulations in Section 401(a)(9) as published in the Federal Register on January 17, 2001 (the “2001 Proposed Regulations”) unless a prior IRS model amendment provision was adopted that stated that the required minimum distributions for 2001 were made pursuant to the 1987 Proposed Regulations. If distributions were made in 2001 under the 1987 Proposed Regulations before the date in 2001 that the Plan began operating under the 2001 Proposed Regulations, the special transition rule in Announcement 2001-82, 2001-2 C.B. 123, applied.
|
3.
|
2002
- Required minimum distributions for calendar year 2002 were made in accordance with Code section 401 (a)(9) and the 2001 Proposed Regulations unless the prior IRS model amendment, if applicable, provided that either a. orb. below applies.
|
a.
|
Required minimum distributions for 2002 were made pursuant to the 1987 Proposed Regulations.
|
b.
|
Required minimum distributions for 2002 were made pursuant to the Final and Temporary Treasury Regulations under Code section 401(a)(9) published in the Federal Register on April 17, 2002 (the
|
G.
|
Temporary Waiver of Required Minimum Distribution Requirements
- Notwithstanding anything in the Plan or the definition of Distribution Calendar Year to the contrary and unless otherwise elected in a plan amendment addressing Code section 401(a)(9)(H), Participants and Beneficiaries who would have been required to receive a 2009 RMD or Extended 2009 RMD but for the enactment of Code section 401(a)(9)(H) were given the choice to receive such distributions for 2009.
|
5.06
|
ANNUITY CONTRACTS
|
5.07
|
DISTRIBUTIONS IN-KIND
|
5.08
|
PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
|
5.09
|
CLAIMS PROCEDURES
|
A.
|
Filing a Claim for Plan Distributions
- A Participant or Beneficiary who has been denied a request for a distribution or loan and desires to make a claim for the Vested portion of the Participant’s Individual Account will file a request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL and acceptable to the Plan Administrator) with the Plan Administrator. If such request is required in writing, such request must be made on a form furnished to them by the Plan Administrator for such purpose. The request will set forth the basis of the claim. The Plan Administrator is authorized to conduct such examinations as may be necessary to facilitate the payment of any benefits to which the Participant or Beneficiary may be entitled under the terms of the Plan.
|
B.
|
Denial of a Claim
- Whenever a claim for a Plan distribution or loan submitted in accordance with this Plan Section 5.09 by any Participant or Beneficiary has been wholly or partially denied, the Plan Administrator must furnish such Participant or Beneficiary notice (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) of the denial within 90 days (45 days for claims involving disability benefits) of the date the original claim was filed. This notice will set forth the specific reasons for the denial, specific reference to pertinent Plan provisions on which the denial is based, a description of any additional information or material needed to perfect the claim, an explanation of why such additional information or material is necessary, and an explanation of the procedures for appeal.
|
C.
|
Remedies Available
- The Participant or Beneficiary will have 60 days from receipt of the denial notice in which to make written application for review by the Plan Administrator. The Participant or Beneficiary may request that the review be in the nature of a hearing. The Participant or Beneficiary will have the right to representation, to review pertinent documents, and to submit comments in writing (or in any other form permitted by the IRS or DOL). The Plan Administrator shall issue a decision on such review within 60 days (45 days for claims involving disability benefits) after receipt of an application for review as provided for in this Plan Section 5.09. Upon a decision unfavorable to the Participant or Beneficiary, such Participant or Beneficiary will be entitled to bring such actions in law or equity as may be necessary or appropriate to protect or clarify their right to benefits under this Plan.
|
5.10
|
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
|
A.
|
Application
- The provisions of this Plan Section 5.10 will apply to any Participant who is credited with at least one Hour of Service with the Employer on or after August 23, 1984, and such other Participants as provided in Treasury Regulations.
|
B.
|
Qualified Joint and Survivor Annuity-
Unless an optional form of benefit is selected pursuant to a Qualified Election within the 180- day period ending on the Annuity Starting Date, a married Participant’s Vested Account Balance will be paid in the form of a Qualified Joint and Survivor Annuity and an unmarried Participant’s Vested Account Balance will be paid in the form of a life annuity. The Participant may elect to have such annuity distributed upon attainment of the Earliest Retirement Age under the Plan. In the case of a married Participant, the Qualified Joint and Survivor Annuity must be at least as valuable as any other optional form of benefit payable under the Plan at the same time.
|
C.
|
Qualified Preretirement Survivor Annuity-
Unless an optional form of benefit has been selected within the Election Period pursuant to a Qualified Election, if a Participant dies before the Annuity Starting Date then the Participant’s Vested Account Balance will be applied toward the purchase of an annuity for the life of the surviving Spouse. The surviving Spouse may elect to have such annuity distributed within a reasonable period after the Participant’s death.
|
D.
|
Notice Requirements
|
1.
|
In the case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall no less than 30 days and not more than 180 days before the Annuity Starting Date provide each Participant an explanation (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) of 1) the terms and conditions of a Qualified Joint and Survivor Annuity, 2) the Participant’s right to make and the effect of an election to waive the Qualified Joint and Survivor Annuity form of benefit, 3) the rights of a Participant’s Spouse, and 4) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. The written explanation shall comply with the requirements of Treasury Regulation section l.417(a)(3)-1.
|
2.
|
the Participant is permitted to revoke any affirmative distribution election at least until the annuity starting date or, if later, at any time before the expiration of the seven-day period that begins the day after the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant, and 3) the annuity starting date is a date after the date that the explanation was provided to the Participant.
|
3.
|
Notwithstanding the other requirements of this Plan Section 5.lO(D), the respective notices prescribed by this Plan Section 5.lO(D) need not be given to a Participant if
1)
the Plan “fully subsidizes” the costs of a Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity, and 2) the Plan does not allow the Participant to waive the Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity and does not allow a married Participant to designate a non-Spouse Beneficiary. For purposes of this Plan Section 5.10(0)(3), a plan fully
|
E.
|
Retirement Equity Act Safe Harbor Rules
|
1.
|
Unless otherwise elected in the Adoption Agreement, the safe harbor provisions of this Plan Section 5.lO(E) will apply to a Participant in a profit sharing plan and will always apply to any distribution made on or after the first day of the first Plan Year beginning after December 31,
1988,
from or under a separate account attributable solely to accumulated deductible employee contributions, as defined in Code section 72(o)(5)(B), and maintained on behalf of a Participant in a money purchase pension plan, if the following conditions are satisfied:
|
a.
|
the Participant does not or cannot elect payments in the form of a life annuity; and
|
b.
|
on the death of a Participant, the Participant’s Vested Account Balance will be paid to the Participant’s surviving Spouse, but if there is no surviving Spouse, or if the surviving Spouse has consented in a manner conforming to a Qualified Election, then to the Participant’s Designated Beneficiary. The surviving Spouse may elect to have distribution of the Vested Account Balance commence within the 180-day period following the date of the Participant’s death. The Vested Account Balance will be adjusted for gains or losses occurring after the Participant’s death in accordance with the provisions of the Plan governing the adjustment of account balances for other types of distributions. This Plan Section 5.10(E) will not apply to a Participant in a profit sharing plan if the plan is a direct or indirect transferee of a defined benefit plan, money purchase pension plan, a target benefit pension plan, stock bonus, or profit sharing plan that is subject to the survivor annuity requirements of Code sections 401(a)(11) and 417. If this Plan Section 5.10(E) applies, then no other provisions of this Plan Section 5.10 will apply except as provided in Treasury Regulations.
|
2.
|
The Participant may waive the spousal death benefit described in this Plan Section 5.10(E) at any time provided that no such waiver will be effective unless it is a Qualified Election (other than the notification requirement referred to therein) that would apply to the Participant’s waiver of the Qualified Preretirement Survivor Annuity.
|
3.
|
For purposes of this Plan Section 5.10(E), Vested Account Balance will mean, in the case of a money purchase pension plan, the Participant’s separate account balance attributable solely to accumulated deductible employee contributions within the meaning of Code section 72(o)(5)(B). In the case of a profit sharing plan, Vested Account Balance will have the same meaning as provided in the Definitions Section of this Plan.
|
4.
|
In the event this Plan is a direct or indirect transferee of or a restatement of a plan previously subject to the survivor annuity requirements of Code sections 401(a)(l l) and 417 and the Employer has selected to have this Plan Section 5.lO(E) apply, the provisions of this Plan Section 5.lO(E) will not apply to any benefits accrued (including subsequent adjustments for earnings and losses) before the adoption of these provisions. Such amounts will be separately accounted for in a manner consistent with Plan Section 7.02 and administered in accordance with the general survivor annuity requirements of Plan Section 5.10.
|
5.11
|
LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
|
5.12
|
DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS
|
A.
|
General Rule
- A Participant may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by notifying the Plan Administrator of the amount of the Excess Elective Deferrals to be assigned to the Plan. Unless otherwise elected in the Adoption Agreement, Participants who claim Excess Elective Deferrals for the preceding calendar year must submit their claims (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator by March 1. A Participant is deemed to notify the Plan Administrator of any Excess Elective Deferrals that arise by taking into account only those Elective Deferrals made to this Plan and any other plan, contract, or arrangement of the Employer.
|
B.
|
Determination of Income or Loss
- For taxable years beginning after 2007, Excess Elective Deferrals will be adjusted for any income or loss up to the end of the Plan Year to which such contributions were allocated. The income or loss allocable to Excess Elective Deferrals is the income or loss allocable to the Participant’s Elective Deferral account for the taxable year multiplied by a fraction, the numerator of which is such Participant’s Excess Elective Deferrals for the year and the denominator of which is the Participant’s Individual Account balance attributable to Elective Deferrals without regard to any income or loss occurring during such taxable year. For taxable years beginning before 2008, income or loss allocable to Excess Elective Deferrals also included ten percent of the amount determined under the preceding sentence multiplied by the number of whole calendar months between the end of the Participant’s taxable year and the date of distribution, counting the month of distribution if distribution occurs after the 15
th
of such month. Notwithstanding the preceding sentences, the Plan Administrator may compute the income or loss allocable to Excess Elective Deferrals in the manner described in Plan Section 7.02(B) (i.e., the usual manner used by the Plan for allocating income or loss to Participants’ Individual Accounts or any reasonable method), provided such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year. The Plan will not fail to use a reasonable method for computing the income or loss on Excess Elective Deferrals merely because the income allocable is based on a date that is no more than seven days before the distribution.
|
5.13
|
DISTRIBUTION OF EXCESS CONTRIBUTIONS
|
A.
|
General Rule
- Notwithstanding any other provision of this Plan, Excess Contributions, plus any income and minus any loss allocable thereto, will be distributed no later than 12 months after a Plan Year to Participants to whose Individual Accounts such Excess Contributions were allocated for such Plan Year, except to the extent such Excess Contributions were classified as Catch• up Contributions. Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of Employer Contributions taken into account in calculating the ADP test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Employer Contributions and continuing in descending order until all the Excess Contributions have been allocated. Both the total amount of the Excess Contribution and, for purposes of the preceding sentence, the “largest amount” are determined after distribution of any Excess Deferrals. To the extent a Highly Compensated Employee has not reached their Catch-up Contribution limit under the Plan, Excess Contributions allocated to such Highly Compensated Employees as Catch-up
|
B.
|
Determination of Income or Loss
- For taxable years beginning after 2007, Excess Contributions will be adjusted for any income or loss up to the end of the Plan Year to which such contributions were allocated. The income or loss allocable to Excess Contributions allocated to each Participant is the income or loss allocable to the Participant’s Elective Deferral account(s) (and, if applicable, the Qualified Nonelective Contribution account or the Qualified Matching Contributions account or both) for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions for the year and the denominator of which is the Participant’s Individual Account balance attributable to Elective Deferrals (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if any of such contributions are included in the ADP test) without regard to any income or loss occurring during such Plan Year. For taxable years beginning before 2008, income or loss allocable to Excess Contributions also included ten percent of the amount determined under the preceding sentence multiplied by the number of whole calendar months between the end of the Participant’s taxable year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month. Notwithstanding the preceding sentences, the Plan Administrator may compute the income or loss allocable to Excess Contributions in the manner described in Plan Section 7.02(B) (i.e., the usual manner used by the Plan for allocating income or loss to Participants’ Individual Accounts or any reasonable method), provided such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year. The Plan will not fail to use a reasonable method for computing the income or loss on Excess Contributions merely because the income allocable is based on a date that is no more than seven days before the distribution.
|
C.
|
Accounting for Excess Contributions
- Excess Contributions allocated to a Participant will be distributed from the Participant’s Elective Deferral account(s) and Qualified Matching Contribution account (if applicable) in proportion to the Participant’s Elective Deferrals and Qualified Matching Contributions (to the extent used in the ADP test) for the Plan Year. For years beginning after 2005, the Plan Administrator, in a uniform and nondiscriminatory manner, will either determine whether the distribution of Excess Contributions for a year will be made first from the Participant’s Pre-Tax Elective Deferral account or the Roth Elective Deferral account, or a combination of both, to the extent both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the year, or may allow Participants to specify otherwise. Excess Contributions will be distributed from the Participant’s Qualified Nonelective Contribution account only to the extent that such Excess Contributions exceed the balance in the Participant’s Elective Deferral account(s) and Qualified Matching Contribution account.
|
5.14
|
DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS
|
A.
|
General Rule
- Notwithstanding any other provision of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, will be forfeited, if forfeitable, or if not forfeitable, distributed no later than 12 months after a Plan Year to Participants to whose accounts such Excess Aggregate Contributions were allocated for such Plan Year. Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Contribution Percentage Amounts taken into account in calculating the ACP test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Contribution Percentage Amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. If such Excess Aggregate Contributions are distributed more than 2½ months (six months in the case of Excess Aggregate Contributions under an EACA if all Employees who are eligible to participate are affected as described in the Plan) after the last day of the Plan Year in which such Excess Aggregate Contributions were made, a ten• percent excise tax will be imposed on the Employer maintaining the Plan with respect to those amounts. Excess Aggregate Contributions will be treated as annual additions under the Plan even if distributed.
|
B.
|
Determination of Income or Loss
- For taxable years beginning after 2007, Excess Aggregate Contributions will be adjusted for any income or loss up to the end of the Plan Year to which such contributions were allocated. The income or loss allocable to Excess Aggregate Contributions allocated to each Participant is the income or loss allocable to the
|
C.
|
Accounting for Excess Aggregate Contributions
- Excess Aggregate Contributions allocated to a Participant will be forfeited, if forfeitable, or distributed on a pro rata basis from the Participant’s Nondeductible Employee Contribution account, Matching Contribution account, and Qualified Matching Contribution account (and, if applicable, the Participant’s Qualified Nonelective Contribution account or Elective Deferral account, or both). For years beginning after 2005, the Plan Administrator, in a uniform and nondiscriminatory manner, will determine whether the distribution of Elective Deferrals that are Excess Aggregate Contributions for a year will be made first from the Participant’s Pre-Tax Elective Deferral account or the Roth Elective Deferral account, or a combination of both, to the extent both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the year, or may allow Participants to specify otherwise.
|
5.15
|
RECHARACTERIZATION
|
5.16
|
LOANS TO PARTICIPANTS
|
A.
|
Loans will be made available to all Participants on a reasonably equivalent basis. Notwithstanding the preceding, new loans will not be available to Participants who cease to be employed by the Employer, unless such Participants are parties-in-interest as defined in ERISA section 3(14). In addition, existing loans will be considered due and payable at such time as a Participant ceases to be an Employee, and the loan will be considered in default and the Participant’s Individual Account will be reduced by the outstanding amount of the loan unless otherwise specified in the loan policy statement or other loan documentation.
|
B.
|
Loans will not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees.
|
C.
|
Loans must be adequately secured and bear a reasonable interest rate.
|
D.
|
No Participant loan will exceed the Present Value of the Vested portion of a Participant’s Individual Account.
|
E.
|
A Participant must obtain the consent of their Spouse, if any, to the use of the Individual Account as security for the loan. Spousal consent will be obtained no earlier than the beginning of the 90-day period that ends on the date on which the loan is to be so secured. The consent must be in writing (or any other form permitted by the IRS and DOL), must acknowledge the effect of the loan, and must be witnessed by a notary public or plan representative. Such consent will thereafter be binding with respect to the consenting Spouse or any subsequent Spouse with respect to that loan. A new consent will be required if the Individual Account is used for renegotiation, extension, renewal, or other revision of the loan. Notwithstanding the preceding, no spousal consent is necessary if, at the time the loan is secured, no consent would be required for a distribution under Code section 417(a)(2)(B). In addition, spousal consent is not required if the Plan or the Participant is not subject to Code section 401(a)(l 1) at the time the Individual Account is used as security, or if the total Individual Account subject to the security is less than or equal to $5,000.
|
F.
|
In the event of default, foreclosure on the note and attachment of security will not occur until a distribution eligibility requirement is met under the Plan.
|
G.
|
For plan loans made before January 1, 2002, no loans will be made to any shareholder-employee or Owner-Employee. For purposes of this requirement, a shareholder-employee means an employee or officer of an electing small business (Subchapter S) corporation who owns (or is considered as owning within the meaning of Code section 318(a)(l)), on any day during the taxable year of such corporation, more than five-percent of the outstanding stock of the corporation.
|
H.
|
Loan repayments will be suspended under the Plan as permitted under Code section 414(u)(4) (USERRA).
|
I.
|
For years beginning after 2005, if the Participant’s Individual Account contains any combination of Pre-Tax Elective Deferrals and Roth Elective Deferrals, the specific rules governing the loan program may also designate the extent to which Pre-Tax Elective Deferrals and Roth Elective Deferrals, or any combination thereof will 1) be used to calculate the maximum amount available for a loan, or 2) be available as a source from which loan proceeds may be taken or which may be used as security for a loan. To the extent permitted by law and related regulations, the rules established by the Plan Sponsor may specify the ordering rules to be applied in the event of a defaulted loan.
|
7.01
|
THE FUND
|
A.
|
Establishment and Maintenance
- By adopting this Plan, the Employer establishes the Fund, which will consist of the assets of the Plan received and held by the Trustee (or Custodian, if applicable) pursuant to Section Eight. Assets within the Fund may be pooled on behalf of all Participants, earmarked on behalf of each Participant, or be a combination of pooled and earmarked assets. To the extent that assets are earmarked for a particular Participant, they will be held in a Separate Fund for that Participant.
|
B.
|
Division of Fund Into Investment Funds
- Subject to Section 8.02, the Employer may direct the Trustee (or Custodian, if applicable) to divide and redivide the Fund into one or more Investment Funds. Such Investment Funds may include, but are not limited to, Investment Funds representing the assets under the control of an investment manager pursuant to Plan Section 7.22(C) and Investment Funds representing investment options available for individual direction by Participants pursuant to Plan Section 7.22(B). Upon each division or redivision, the Employer may specify the part of the Fund to be allocated to each such Investment Fund and the terms and conditions, if any, under which the assets in such Investment Fund will be invested.
|
C.
|
Establishment of Multiple Trusts
- Notwithstanding the preceding, the Fund may be divided into more than one trust. All such trusts shall be for the exclusive benefit of Participants in the Plan and their beneficiaries. To the extent more than one trust is created hereunder, such trust and the assets of such trust shall be so identified in Plan’s Adoption Agreement and, except as otherwise specifically provided as may be agreed upon between the Adopting Employer and the trustee, each shall be subject to the provisions of this Plan. Each trustee is hereby expressly relieved of any responsibility or liability, whether as co-fiduciary or otherwise, in accordance with Section 405(b)(3)(A) of ERISA for any losses resulting to the Plan arising from any acts or omissions on the part of any other trustee for the Plan.
|
7.02
|
INDIVIDUAL ACCOUNTS
|
A.
|
Establishment and Maintenance
- The Plan Administrator shall establish and maintain an Individual Account in the name of each Participant to reflect the total value of their interest in the Fund (including but not limited to Employer Contributions and earnings thereon). Each Individual Account established hereunder will consist of such subaccounts as may be needed for each Participant, including:
|
1.
|
a subaccount to reflect Employer Contributions and Forfeitures allocated on behalf of a Participant;
|
2.
|
a subaccount to reflect a Participant’s rollover contributions;
|
3.
|
a subaccount to reflect a Participant’s transfer contributions;
|
4.
|
a subaccount to reflect a Participant’s Nondeductible Employee Contributions;
|
5.
|
a subaccount to reflect a Participant’s Pre-Tax Elective Deferrals;
|
6.
|
a subaccount to reflect a Participant’s Roth Elective Deferrals; and
|
B.
|
Valuation of Individual Accounts
|
1.
|
Where all or a portion of the assets of a Participant’s Individual Account are invested in a Separate Fund for the Participant, then the value of that portion of such Participant’s Individual Account at any relevant time equals the sum of the fair market values of the assets in such Separate Fund, less any applicable charges or penalties.
|
2.
|
The fair market value of the remainder of each Individual Account is determined in the following manner:
|
a.
|
Separate Fund-
First, the portion of the Individual Account invested in each Investment Fund as of the previous Valuation Date is determined. Each such portion is reduced by any withdrawal made from the applicable Investment Fund to or for the benefit of a Participant or the Participant’s Beneficiary, further reduced by any amounts forfeited by the Participant
|
b.
|
pursuant to Plan Section 4.01(C) or (D), and further reduced by any transfer to another Investment Fund since the previous Valuation Date, and is increased by any amount transferred from another Investment Fund since the previous Valuation Date. The resulting amounts are the net Individual Account portions invested in the Investment Funds.
|
c.
|
No Separate Fund-
Second, the net Individual Account portions invested in each Investment Fund are adjusted upwards or downwards, pro rata (i.e., using the ratio of each net Individual Account portion to the sum of all net Individual Account portions) so that the sum of all the net Individual Account portions invested in an Investment Fund will equal the then fair market value of the Investment Fund. Notwithstanding the previous sentence, for the first Plan Year only, the net Individual Account portions will be the sum of all contributions made to each Participant’s Individual Account during the first Plan Year.
|
d.
|
Allocations
- Third, any contributions to the Plan and Forfeitures are allocated in accordance with the appropriate allocation provisions of Plan Section Three. For purposes of this Plan Section Seven, contributions made by the Employer for any Plan Year but after that Plan Year will be considered to have been made on the last day of that Plan Year regardless of when paid to the Trustee (or Custodian, if applicable).
|
e.
|
Aggregation of Portions-
Finally, the portions of the Individual Account invested in each Investment Fund (determined in accordance with (a), (b), and (c) above) are added together.
|
C.
|
Modification of Method for Valuing Individual Accounts-
If necessary or appropriate, the Plan Administrator may establish different or additional procedures (which will be uniform and nondiscriminatory) for determining the fair market value of the Individual Accounts including, but not limited to, valuation on a daily basis pursuant to the number of shares of each permissible investment held on behalf of a Participant.
|
7.03
|
POWERS AND DUTIES OF THE PLAN ADMINISTRATOR
|
A.
|
The Plan Administrator will have the authority to control and manage, in its sole and absolute discretion, the operation, administration and interpretation of the Plan, and its decisions, determinations and interpretations shall be conclusive and binding on all persons. Any determination made by the Plan Administrator shall be given deference in the event the determination is subject to judicial review and shall be overturned by a court of law only if and to the extent it is arbitrary and capricious. The Plan Administrator shall administer the Plan for the exclusive benefit of the Participants and their Beneficiaries in accordance with the specific terms of the Plan.
|
B.
|
The Plan Administrator may, by appointment, allocate the duties of the Plan Administrator among several individuals or entities. Such appointments will not be effective until the party designated accepts such appointment in writing.
|
C.
|
The Plan Administrator shall have all powers reasonably necessary to carry out its responsibilities under the Plan and shall be charged with the duties of the general administration of the Plan, including, but not limited to, the sole and absolute discretionary authority to:
|
1.
|
determine all questions of interpretation or policy in a manner consistent with the Plan’s documents. The Plan Administrator’s construction or determination in good faith will be conclusive and binding on all persons except as otherwise provided herein. Any interpretation or construction will be done in a nondiscriminatory manner and will be consistent with the intent that the Plan will continue to be deemed a qualified plan under the terms of Code section 401(a), as amended from time to time, and will comply with the terms of ERISA, as amended from time to time;
|
2.
|
determine all questions relating to the eligibility of Employees to become or remain Participants hereunder;
|
3.
|
compute the amounts necessary or desirable to be contributed to the Plan;
|
4.
|
compute the amount and kind of benefits to which a Participant or Beneficiary will be entitled under the Plan and to direct the Trustee (or Custodian, if applicable) with respect to all disbursements under the Plan, and, when requested by the Trustee (or Custodian, if applicable), to furnish the Trustee (or Custodian, if applicable) with instructions, in writing, on matters pertaining to the Plan on which the Trustee (or Custodian, if applicable) may rely and act;
|
5.
|
maintain all records necessary for the administration of the Plan;
|
6.
|
prepare and file such disclosures and tax forms as may be required from time to time by the Secretary of Labor or the Secretary of the Treasury;
|
7.
|
furnish each Employee, Participant, or Beneficiary such notices, information, and reports under such circumstances as may be required by law;
|
8.
|
periodically review the performance of each Fiduciary and all other relevant parties to ensure such individuals’ obligations under the Plan are performed in a manner that is acceptable under the Plan and applicable law; and
|
9.
|
furnish a statement to each Participant or Beneficiary no later than 270 days after the close of each Plan Year, indicating the Individual Account balances of such Participant as of the last Valuation Date in such Plan Year.
|
D.
|
The Plan Administrator will have all of the powers necessary or appropriate to accomplish their duties under the Plan, including, but not limited to, the following:
|
1.
|
to appoint and retain such persons as may be necessary to carry out the functions of the Plan Administrator;
|
2.
|
to appoint and retain counsel, specialists, or other persons as the Plan Administrator deems necessary or advisable in the administration of the Plan;
|
3.
|
to resolve all questions of administration of the Plan;
|
4.
|
to establish such uniform and nondiscriminatory rules that it deems necessary to carry out the terms of the Plan;
|
5.
|
to make any adjustments in a uniform and nondiscriminatory manner that it deems necessary to correct any arithmetical or accounting errors that may have been made for any Plan Year;
|
6.
|
to correct any defect, supply any omission, or reconcile any inconsistency in such manner and to such extent as will be deemed necessary or advisable to carry out the purpose of the Plan; and
|
7.
|
if the Plan permits a form of distribution other than a lump sum, and a Participant elects such form of distribution, the Plan Administrator may place that Participant’s Individual Account into a segregated Investment Fund for the purpose of maintaining the necessary liquidity to provide benefit installments on a periodic basis.
|
7.04
|
EXPENSES AND COMPENSATION
|
7.05
|
INFORMATION FROM EMPLOYER
|
7.06
|
PLAN AMENDMENTS
|
A.
|
Right of Prototype Document Sponsor to Amend the Plan or Terminate Sponsorship
|
1.
|
The Employer, by adopting the Plan, expressly delegates to the Prototype Document Sponsor the power, but not the duty, to amend the Plan without any further action or consent of the Employer as the Prototype Document Sponsor deems either necessary for the purpose of adjusting the Plan to comply with all laws and regulations governing pension or profit sharing plans or desirable to the extent consistent with such laws and regulations. Specifically, it is understood that the amendments may be made unilaterally by the Prototype Document Sponsor. However, it will be understood that the Prototype Document Sponsor will be under no obligation to amend the Plan documents, and the Employer expressly waives any rights or claims against the Prototype Document Sponsor for not exercising this power to amend. For purposes of Prototype Document Sponsor amendments, the mass submitter will generally be recognized as the agent of the Prototype Document Sponsor. If the Prototype Document Sponsor does not adopt IRS model amendments adopted by the mass submitter, the Plan will no longer be identical to or a minor modifier of the mass submitter plan and will be considered an individually designed plan. Notwithstanding the preceding, the adoption of good faith IRS amendments must be accomplished pursuant to the rules for each such amendment as prescribed by the IRS.
|
B.
|
Right of Adopting Employer to Amend the Plan - The Adopting Employer may amend the Plan to
|
1.
|
change options previously selected in the Adoption Agreement;
|
2.
|
add overriding language in the Adoption Agreement when such language is necessary to satisfy Code section 415 or Code section 416 because of the required aggregation of multiple plans;
|
3.
|
amend administrative provisions of the trust or custodial document in the case of a nonstandardized plan and make more limited amendments in the case of a standardized plan, such as the name of the Plan, Employer, Trustee or Custodian, Plan Administrator and other Fiduciaries, the trust year, and the name of pooled trust in which the Plan’s trust will participate;
|
4.
|
add certain sample and model amendments published by the IRS or other required good faith amendments, that specifically provide that their adoption will not cause the Plan to be treated as individually designed; and
|
5.
|
add or change provisions permitted under the Plan or specify or change the Effective Date of a provision as permitted under the Plan.
|
C.
|
Limitation on Power to Amend
- No amendment to the Plan will be effective to the extent that it has the effect of decreasing a Participant’s accrued benefit. Notwithstanding the preceding sentence, a Participant’s Individual Account may be reduced to the extent permitted under Code section 412(d)(2) or to the extent permitted under Treasury Regulations sections 1.41l(d)-3 and 1.411(d)-4. For purposes of this paragraph, a Plan amendment that has the effect of decreasing a Participant’s Individual Account with respect to benefits attributable to service before the amendment will be treated as reducing an accrued benefit. For purposes of this paragraph, a Participant will not accrue a right to an allocation of an Employer Profit Sharing Contribution or Employer Money Purchase Pension Contribution for the current Plan Year until the last day of such Plan Year and after the application of all amendments required or permitted by the IRS.
|
D.
|
Amendment of Vesting Schedule-If
the vesting schedule of the Plan is amended, in the case of an Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the Vested percentage (determined as of such date) of such Employee’s Individual Account derived from Employer Contributions will not be less than the percentage computed under the Plan as of that date without regard to such amendment. Furthermore, if the Plan’s vesting schedule is amended, or the Plan is amended in any way that directly or indirectly affects the computation of the Participant’s Vested percentage, or if the Plan is deemed amended by an automatic change to or from a top-heavy vesting schedule, each Participant with at least three Years of Vesting Service (Periods of Service, if applicable) with the Employer may elect, within the time set forth below, to have the Vested percentage computed under the Plan without regard to such amendment.
|
1.
|
60 days after the amendment is adopted;
|
2.
|
60 days after the amendment becomes effective; or
|
3.
|
60 days after the Participant is issued a notice (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) of the amendment by the Employer or Plan Administrator.
|
7.07
|
PLAN MERGER OR CONSOLIDATION
|
7.08
|
PERMANENCY
|
7.09
|
METHOD AND PROCEDURE FOR TERMINATION
|
7.10
|
CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
|
7.11
|
FAILURE OF PLAN QUALIFICATION
|
7.12
|
GOVERNING LAWS AND PROVISIONS
|
7.13
|
STATE COMMUNITY PROPERTY LAWS
|
7.14
|
HEADINGS
|
7.15
|
GENDER AND NUMBER
|
7.16
|
STANDARD OF FIDUCIARY CONDUCT
|
7.17
|
GENERAL UNDERTAKING OF ALL PARTIES
|
7.18
|
AGREEMENT BINDS HEIRS, ETC.
|
7.19
|
DETERMINATION OF TOP-HEAVY STATUS
|
A.
|
In General -
Except as provided in Plan Section 7.19(B), this Plan is a Top-Heavy Plan if any of the following conditions exist:
|
1.
|
if the top-heavy ratio for this Plan exceeds 60 percent and this Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans;
|
2.
|
if this Plan is part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the top• heavy ratio for the group of plans exceeds 60 percent; or
|
3.
|
if this Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the top-heavy ratio for the Permissive Aggregation Group exceeds 60 percent.
|
B.
|
Top-Heavy Ratio
|
1.
|
If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan that during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the top-heavy ratio for this Plan alone or for the Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed in the one-year period ending on the Determination Date(s) (five-year period ending on the Determination Date in the case of a distribution made for a reason other than Severance from Employment, death, or Disability and in determining whether the Plan is top-heavy for Plan Years beginning before January I, 2002)) and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date(s), (five-year period ending on the Determination Date in the case of a distribution made for a reason other than Severance from Employment, death, or Disability and in determining whether the Plan is top-heavy for Plan Years beginning before January 1, 2002)) both computed in accordance with Code section 416 and the corresponding regulations. Both the numerator and the denominator of the top-heavy ratio are increased to reflect any contribution not actually made as of the Determination Date, but that is required to be taken into account on that date under Code section 416 and the corresponding regulations.
|
2.
|
If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer maintains or has maintained one or more defined benefit plans that during the five-year period ending on the Determination Date(s) has or has had any accrued benefits, the top-heavy ratio for any Required or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of account balances under the
|
3.
|
For purposes of (I) and (2) above, the value of account balances and the Present Value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code section 416 and the corresponding regulations for the first and second plan years of a defined benefit plan. The account balances and accrued benefits of a Participant 1) who is not a Key Employee but who was a Key Employee in a prior year, or 2) who has not been credited with at least one Hour of Service with any employer maintaining the plan at any time during the one- year period (five-year period ending on the Determination Date in the case of a distribution made for a reason other than Severance from Employment, death, or Disability and in determining whether the Plan is top-heavy for Plan Years beginning before January 1, 2002) ending on the Determination Date will be disregarded. The calculation of the top-heavy ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code section 416 and the corresponding regulations. Deductible employee contributions will not be taken into account for purposes of computing the top-heavy ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.
|
C.
|
SIMPLE 401(k) Plan Exception
-Notwithstanding Plan Section 7.19(A) above, the Plan is not treated as a Top-Heavy Plan under Code section 416 for any Year for which an Eligible Employer maintains this Plan as a SIMPLE 401(k) Plan.
|
D.
|
Safe Harbor 40l(k) Plan Exception
-Notwithstanding Plan Section 7.19(A) above, the Plan is not treated as a Top-Heavy Plan under Code section 416 for any Year for which an Eligible Employer makes only those contributions described in Code sections 401(k:)(12) and 401(m)(l 1) for any Plan Year. If any other contributions are made for a Plan Year (e.g., Employer Profit Sharing Contributions, forfeitures), the top-heavy rules described in Code section 416(g)(4)(H) will apply for that Plan Year. However, ADP Test Safe Harbor Contributions and ACP Test Safe Harbor Matching Contributions may be applied to satisfy all or a portion of the top-heavy contribution, if any, that may be required.
|
E.
|
QACA Plan Exception
-Notwithstanding Plan Section 7.19(A) above, the Plan is not treated as a Top-Heavy Plan under Code section 416 for any Year for which an Employer makes only those contributions described in Code sections 401(k)
|
7.20
|
INALIENABILITY OF BENEFITS
|
1.
|
shall treat such order as a Qualified Domestic Relations Order if the Plan Administrator is paying benefits pursuant to such order on January 1, 1985; and
|
2.
|
may treat any other such order entered before January 1, 1985, as a Qualified Domestic Relations Order even if such order does not meet the requirements of Code section 414(p).
|
7.21
|
BONDING
|
7.22
|
INVESTMENT AUTHORITY
|
A.
|
Plan Investments
- Except as provided in Plan Section 7.22(8) (relating to individual direction of investments by Participants), the Investment Fiduciary, not the Trustee (or Custodian, if applicable), will have exclusive management and control over the investment of the Fund into any permitted investment. The Investment Fiduciary will be responsible for establishing a funding policy statement on behalf of the Plan and shall provide a copy of such funding policy statement to the Discretionary Trustee, if any. Notwithstanding the preceding, if the Trustee is designated as a Discretionary Trustee in the Adoption Agreement, such Discretionary Trustee may enter into an agreement with the Investment Fiduciary whereby the Discretionary Trustee will manage the investment of all or a portion of the Fund. Any such agreement will be in writing and will set forth such matters as the Discretionary Trustee deems necessary or desirable.
|
B.
|
Direction of Investments by Participants
- Unless otherwise elected in the Adoption Agreement, each Participant will have the responsibility for directing the Trustee (or Custodian, if provided for under a separate agreement between the Adopting Employer and the Custodian), regarding the investment of all or part of their Individual Account. If all of the requirements pertaining to Participant direction of investment in ERISA section 404(c)(I) are satisfied, then to the extent so directed, the Adopting Employer, Plan Administrator, Investment Fiduciary, Trustee, Custodian (if applicable), and all other Fiduciaries are relieved of Fiduciary liability under ERISA section 404, provided that it shall be the Investment
|
C.
|
Investment Managers
|
1.
|
Definition of Investment Manager
- The Investment Fiduciary may appoint one or more investment managers to make investment decisions with respect to all or a portion of the Fund. The investment manager will be any firm or individual registered as an investment adviser under the Investment Advisers Act of 1940, a bank as defined in said Act, or an insurance company qualified under the laws of more than one state to perform services consisting of the management, acquisition, or disposition of any assets of the Plan.
|
2.
|
Investment Manager’s Authorit
y-A separate Investment Fund will be established representing the assets of the Fund invested at the direction of the investment manager. The investment manager so appointed shall direct the Trustee (or Custodian, if applicable) with respect to the investment of such Investment Fund. The investments that may be acquired at the direction of the investment manager are those described in Plan Section 7.22(D).
|
3.
|
Written Agreement- The appointment of any investment manager will be by written agreement between the Investment Fiduciary and the investment manager, and a copy of such agreement (and any modification or termination thereof) must be given to the Trustee (or Custodian, if applicable). The agreement will set forth, among other matters, the effective date of the investment manager’s appointment and an acknowledgment by the investment manager that it is a Fiduciary of the Plan under ERISA.
|
4.
|
Concerning the Trustee (or Custodian, if applicable) - Written notice of each appointment of an investment manager will be given to the Trustee (or Custodian, if applicable) at least 30 days in advance of the effective date of such appointment. Such notice will specify which portion of the Fund will constitute the Investment Fund subject to the investment manager’s direction. If the separate Investment Fund subject to the direction of the Investment Manager is a permissible investment option to the Trustee (or Custodian, as applicable) pursuant to Plan Section 7.22(D), the Trustee (or Custodian, if applicable) will comply with the investment direction given to it by the investment manager and will not be liable for any loss which may result by reason of any action (or inaction) it takes at the direction of the investment manager.
|
D.
|
Permissible Investments-The
Trustee (or Custodian, if applicable) may invest the assets of the Plan in property of any character, real or personal, including, but not limited to, the following: stocks, including Qualifying Employer Securities, and including shares of open-end investment companies (mutual funds); bonds; notes; debentures; proprietary mutual funds; deposit accounts; options; limited partnership interests; mortgages; real estate or any interests therein; unit investment trusts; Treasury Bills, and other U.S. Government obligations; common trust funds, combined investment trusts, collective trust funds or commingled funds maintained by a bank or similar financial organization (whether or not the Trustee hereunder); savings accounts, certificates of deposit, demand or time deposits or money market accounts of a bank or similar financial organization (whether or not the Trustee hereunder);investment contracts;, annuity contracts that are “guaranteed benefit policies,” as defined in ERISA section 40l(b)(2)(B); unless excluded in the Adoption Agreement; life insurance policies; or in such other investments as the Investment Fiduciary deems proper without regard to investments authorized by statute or rule of law governing the investment of trust funds but with regard to ERISA and this Plan. Notwithstanding the preceding sentence, the Prototype Document Sponsor may, as a condition of making the Plan available to the Adopting Employer, limit the types of property in which the assets of the Plan may be invested. The list of permissible investment options will be further limited in accordance with any applicable law, regulations, or other restrictions applicable to the Trustee or Custodian, including, but not limited to, internal operational procedures adopted by such Trustee (or Custodian, if applicable). The actions of a Discretionary Trustee named in the Adoption Agreement will also be subject to the funding policy statement provided by the Adopting Employer. If any Trustee (or Custodian, if applicable) invests all or any portion of the Fund pursuant to written instructions provided by the Adopting Employer (including an investment manager appointed by the Adopting Employer pursuant to Plan Section 7.22(C)) or any Participant pursuant to Plan Section 7.22(B), the Trustee (or Custodian, if applicable) will be deemed to have invested pursuant to the Adopting Employer’s funding policy statement.
|
E.
|
Matters Relating to Insurance
|
1.
|
If elected by the Plan Sponsor in the Adoption Agreement, a life insurance contract may be purchased on behalf of a Participant. No life insurance contract may be purchased unless the insured under the contract is the Participant or, where this Plan is a profit sharing or 401(k) plan, the Participant’s Spouse or another individual in whom the Participant has an insurable interest. If a life insurance contract is to be purchased for a Participant, the aggregate premium for certain life insurance for each Participant must be less than a certain percentage of the aggregate Employer
|
a.
|
Ordinary Life Insurance
- For purposes of these incidental insurance provisions, ordinary life insurance contracts are contracts with both nondecreasing death benefits and nonincreasing premiums. If such contracts are purchased, less than 50 percent of the aggregate Employer Contributions and Forfeitures allocated to any Participant’s Individual Account will be used to pay the premiums attributable to them.
|
b.
|
Term and Universal Life Insurance
- No more than 25 percent of the aggregate Employer Contributions and Forfeitures allocated to any Participant’s Individual Account will be used to pay the premiums on term life insurance contracts, universal life insurance contracts, and all other life insurance contracts that are not ordinary life.
|
c.
|
Combination
- The sum of 50 percent of the ordinary life insurance premiums and all other life insurance premiums will not exceed 25 percent of the aggregate Employer Contributions and Forfeitures allocated to any Participant’s Individual Account.
|
2.
|
Any dividends or credits earned on insurance contracts for a Participant will be allocated to such Participant’s Individual Account derived from Employer Contributions for whose benefit the contract is held.
|
3.
|
Subject to Plan Section 5.10, the contracts on a Participant’s life will be converted to cash or an annuity or distributed to the Participant upon separation from service with the Employer. In addition, contracts on the joint lives of a Participant and another person may not be maintained under this Plan if such Participant ceases to have an insurable interest in such other person.
|
4.
|
Subject to Plan Section 7.22(D), the Trustee (or Custodian, if applicable) shall apply for and will be the owner of any insurance contract(s) purchased under the terms of this Plan. The insurance contract(s) must provide that proceeds will be payable to the Fund. However, the Trustee (or Custodian, if applicable) will be required to pay over all proceeds of the contract(s) to the Participant’s Designated Beneficiary in accordance with the distribution provisions of this Plan. A Participant’s Spouse will be the designated beneficiary of the proceeds in all circumstances unless a Qualified Election has been made in accordance with Plan Section 5.10. Under no circumstances will the Fund retain any part of the proceeds. In the event of any conflict between the terms of this Plan and the terms of any insurance contract purchased hereunder, the Plan provisions will control.
|
5.
|
Subject to Plan Section 7.22(D), the Plan Administrator may direct the Trustee (or Custodian, if applicable) to sell and distribute insurance or annuity contracts to a Participant (or other party as may be permitted)
in
accordance with applicable law or regulations.
|
F.
|
Diversification Requirements When Employer Securities are Held as Investments in the Plan
- For Plan Years beginning on or after January
1,
2007, Code section 401(a)(35) requires qualified retirement plans that hold employer securities to allow Participants, Alternate Payees with Individual Accounts under the Plan, or Beneficiaries of deceased Participants to diversify their investments. This Code section and other relevant guidance govern the diversification procedures, which include, at a minimum, the following.
|
1.
|
Employee Contributions and Elective Deferrals Invested in Employer Securities
- In the case of the portion of an Individual Account attributable to Nondeductible Employee Contributions and Elective Deferrals (if applicable) that are invested in employer securities, the Participant, Alternate Payee, or Beneficiary, as applicable, may elect to direct the Plan to divest any such securities and to reinvest an equivalent amount in other investments that meet the investment option requirements below.
|
2.
|
Employer Contributions Invested in Employer Securities - In the case of the portion of an Individual Account attributable to Employer Contributions other than Elective Deferrals that are invested in employer securities, a Participant who has completed at least three Years of Vesting Service (Periods of Service, if applicable), an Alternative Payee with respect to a Participant who has completed at least three Years of Vesting Service (Periods of Service, if applicable), or a Beneficiary, as applicable, may elect to direct the Plan to divest any such securities and to reinvest an equivalent amount in other investments that meet the investment option requirements below. Notwithstanding the preceding, if the Plan provides for immediate vesting, the three years of service requirement will be satisfied on the day immediately preceding the third anniversary of the Participant’s date of hire.
|
3.
|
Investment Options
-The diversification requirements above are met if the Plan offers not less than three investment options, other than employer securities, to which a Participant, Alternate Payee, or Beneficiary, as applicable may direct the proceeds from the divestment of employer securities, each of which is diversified and has materially different risk and return characteristics. The Plan may limit the time for divestment and reinvestment to periodic, reasonable opportunities that occur no less frequently than quarterly. Except as provided in regulations, the Plan must not impose employer securities investment restrictions or conditions that are not imposed on the investment of other Plan assets (other than restrictions or conditions imposed by securities laws or other relevant guidance) except that a Plan may allow for more frequent transfers to or from either a stable value fund or a qualified default investment alternative.
|
4.
|
Exception for Certain Plans
- The diversification requirement does not apply to a one-Participant retirement plan, an employee stock ownership plan (ESOP) if 1) there are no contributions or earnings in the ESOP that are held within such plan and that are subject to Code sections 401(k) or (m), and 2) such plan is a separate plan for purposes of Code section 414(1) with respect to any other defined benefit plan or defined contribution plan maintained by the same employer or employers, or to a retirement plan where employer securities are held in an investment fund as described in Treasury Regulation section 1.401(a)(35)-1(f)(2) (B)(3)(ii).
|
5.
|
Transition Rule for Securities Attributable to Employer Contributions
- In the case of the portion of an Individual Account attributable to Employer Contributions other than Elective Deferrals that are invested in employer securities, including, a Participant who has completed at least three Years of Vesting Service (Periods of Service, if applicable), an Alternate Payee with respect to a Participant who has completed at least three Years of Vesting Service (Periods of Service, if applicable), or a Beneficiary, as applicable, the employer securities acquired in a Plan Year beginning before January
1,
2007, will be subject to the following divestiture and reinvestment transition schedule, which applies separately with respect to each class of securities.
|
•
|
First. 33%
|
•
|
Second 66%
|
•
|
Third 100%
|
7.23
|
PROCEDURES AND OTHER MATTERS REGARDING DOMESTIC RELATIONS ORDERS
|
A.
|
To the extent provided in any Qualified Domestic Relations Order, the former Spouse of a Participant will be treated as a surviving Spouse of such Participant for purposes of any benefit payable in the form of either a Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity.
|
B.
|
The Plan will not be treated as failing to meet the requirements of the Code, which generally prohibits payment of benefits before the Participant’s Termination of Employment or Severance from Employment, as applicable, with the Employer, solely by reason of payments to an Alternate Payee pursuant to a Qualified Domestic Relations Order.
|
C.
|
In the case of any Domestic Relations Order received by the Plan:
|
1.
|
the Plan Administrator shall promptly notify the Participant and any other Alternate Payee of the receipt of such order and the Plan’s procedure for determining the qualified status of Domestic Relations Orders; and
|
2.
|
within a reasonable period after receipt of such order, the Plan Administrator shall determine whether such order is a Qualified Domestic Relations Order and notify the Participant and each Alternate Payee of such determination.
|
D.
|
During any period in which the issue of whether a Domestic Relations Order is a Qualified Domestic Relations Order is being determined by the Plan Administrator, by a court of competent jurisdiction, or otherwise, the Plan Administrator shall place an administrative hold on the Participant’s account or segregate in a separate account in the Plan or in an escrow account the amounts which would have been payable to the Alternate Payee during such period if the order had been determined to be a Qualified Domestic Relations Order. If within
18
months the order or modification thereof is determined to be a Qualified Domestic Relations Order, the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within 18 months either 1) it is determined that the order is not a Qualified Domestic Relations Order, or 2) the issue as to whether such order is a Qualified Domestic Relations Order is not resolved, then the Plan Administrator shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a Qualified Domestic Relations Order that is made after the close of the
18-
month period will be applied prospectively only.
|
7.24
|
INDEMNIFICATION OF PROTOTYPE DOCUMENT SPONSOR
|
7.25
|
MILITARY SERVICE
|
A.
|
Benefit Accrual in the Case of Death or Disability Resulting from Active Military Service.
|
1.
|
Benefit Accrual
- If elected in the Adoption Agreement, for benefit accrual purposes, an individual who dies or becomes disabled while performing qualified military service (as defined in Code section 414(u)) will be treated as if the individual resumed employment in accordance with the individual’s reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), on the day preceding death or Disability (as applicable) and terminated employment on the actual date of death or Disability. If the Employer elects to treat an individual as having resumed employment as described above, subject to items (2) and (3) below, any full or partial compliance by the Plan with respect to the benefit accrual requirements will be treated for purposes of Code section 414(u)(l) as if such compliance were required under USERRA.
|
2.
|
Nondiscrimination Requiremen
t- Part A, item (1) above will only apply if all individuals performing qualified military service with respect to the Employer (as determined under Code sections 414(b), (c), (m), and (o)) who die or became disabled as a result of performing qualified military service (as defined in Code section 414(u)) before reemployment by the Employer are credited with service and benefits on reasonably equivalent terms.
|
3.
|
Determination of Benefits
- The amount of Nondeductible Employee Contributions and the amount of Elective Deferrals of an Employee treated as reemployed under Part A, item (1) for purposes of applying Code section 414(u)(8)(C) will be determined on the basis of the individual’s average actual Nondeductible Employee Contributions or Elective Deferrals for the lesser of
|
a.
|
the 12-month period of service with the Employer immediately before qualified military service (as defined in Code section 414(u)), or
|
b.
|
if service with the Employer is less than such 12-month period, the actual length of continuous service with the Employer.
|
B.
|
Vesting in the Case of Disability Resulting from Active Military Service
|
1.
|
Years of Vesting Service (Periods of Service, if applicable)
- If elected in the Adoption Agreement, for vesting purposes, an individual who becomes disabled while performing qualified military service (as defined in Code section 414(u)) will be treated as if the individual resumed employment in accordance with the individual’s reemployment rights under USERRA, on the day preceding Disability (as applicable) and terminated employment on the actual date of Disability. If the Employer elects to treat an individual as having resumed employment as described above, subject to item (2) below, compliance by the Plan with respect to the vesting requirements will be treated for purposes of Code section 414(u)(l) as if such compliance were required under USERRA.
|
2.
|
Nondiscrimination Requirements
- Part B, item (1) above will apply to the extent permitted under other applicable rules, including the rules provided in Treasury Regulation section 1.401(a)(4)-1 l(d)(3), which provides nondiscrimination rules for crediting imputed service. Under Treasury Regulation section 1.401(a)(4)-l l(d)(3), the provisions crediting vesting service to any Highly Compensated Employee must apply on the same terms to all similarly situated non-Highly Compensated Employees.
|
3.
|
Death Benefits
- In the case of an individual Participant who dies on or after January 1, 2007, while performing qualified military service (as defined in Code section 414(u)), the Participant’s survivors are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed employment with the Employer and then terminated employment on account of death.
|
7.26
|
MULTIPLE EMPLOYER PLAN
|
A.
|
Service
- For purposes of eligibility and vesting service under the Plan, the Adopting Employer and all Participating Employers will be considered a single employer. An Employee’s service includes all service with the Adopting Employer and any Participating Employer(s) (and with any employer that is a Related Employer of the Adopting Employer or Participating Employer(s)). An Employee who discontinues service with the Adopting Employer or a Participating
|
B.
|
Testing -
For
purposes of the limitations under the Plan relating to the requirements of Code sections 415, 402(g), and 414(v) the Adopting Employer and all Participating Employers will be considered a single employer. The requirements of Code sections 410(b), 401(a)(4), 401(k)(3)(A)(ii), 401(m)(2)(A), 414(q), and 416 will be applied separately to the Adopting Employer and to each Participating Employer, except as required under Code sections 414(b), (c), (m) or (o). For purposes of determining a Participant’s Required Beginning Date, a Participant will be considered a five-percent owner in a year in which the Participant is both a five-percent owner and an Employee of the Adopting Employer or a Participating Employer.
|
C.
|
Plan Document and Amendments
- Except to the extent that the Participating Employer elects separate provisions on a Participating Employer Election Attachment with respect to its Employees, the Participating Employer will be bound by the terms of the Plan and trust, including amendments thereto and any elections made by the Adopting Employer. If a Participating Employer so elects on a Participating Employer Election Attachment, Employer Contributions will be determined by the Participating Employer and will be allocated only to Participants employed by the Participating Employer. If a Participating Employer so elects on a Participating Employer Election Attachment, Forfeitures related to the Participating Employer will be allocated only to Participants employed by the Participating Employer.
|
D.
|
Duties of the Participating Employer and Indemnification
- Each Participating Employer agrees to provide, in a timely manner, all information and contributions to the Plan Administrator that the Plan Administrator in its sole discretion deems necessary to keep the Plan operating in compliance with all Code and regulatory requirements.
|
E.
|
Termination
- A Participating Employer will have the right to cease participation in the Plan at any time by giving written notice to the Adopting Employer. The termination of participation will become effective thirty (30) days after receipt of such notice unless a different period is agreed upon by both the Adopting Employer and the Participating Employer. The Adopting Employer will have the power to terminate the participation in the Plan of any Participating Employer at any time by giving written notice to such Participating Employer. The termination will become effective thirty (30) days after receipt of such notice unless a different period is agreed upon by both the Adopting Employer and the Participating Employer. Upon termination of participation, Employees of the former Participating Employer will cease to accrue further benefits under the Plan pertaining to the former Participating Employer. Upon termination of participation of a Participating Employer, the Participating Employer must promptly contribute to the Plan such amounts as necessary to cover accrued but unfunded contributions related to its Participants under the Plan.
|
8.01
|
FINANCIAL ORGANIZATION AS CUSTODIAN
|
A.
|
Responsibilities of the Custodian
- The Custodian’s responsibilities may be further limited by the Plan Trustee(s) and, notwithstanding any provision hereof to the contrary, may also be further limited by the terms of a separate agreement between the Custodian and the Adopting Employer. Subject to the previous sentence, the responsibilities of the Custodian will be limited to the following.
|
1.
|
To receive Plan contributions and to hold, invest and reinvest, and distribute the Fund as authorized by the Adopting Employer or its designee without distinction between principal and interest; provided, however, that nothing in this Plan will require the Custodian to maintain physical custody of stock certificates (or other indicia of ownership of any type of asset) representing assets within the Fund.
|
2.
|
To maintain accurate records of contributions, investments, earnings, receipts, disbursements, withdrawals, and other transactions with respect to the Fund, and all accounts, books, and records relating thereto will be open at all reasonable times to inspection and audit by any person designated
|
3.
|
To make disbursements from the Fund to Participants or Beneficiaries upon the proper authorization of the Plan Administrator.
|
4.
|
To furnish to the Plan Administrator an annual statement that reflects the value of the investments in the custody of the Custodian as of the end of the period and as of any other times as the Custodian and Plan Administrator may agree to in writing, including an agreement regarding the application of additional fees for such additional report.
|
B.
|
Powers of the Custodian
- Except as otherwise provided in this Plan, and subject to receipt of instructions from the Adopting Employer, Plan Administrator, or Investment Fiduciary, as appropriate, the Custodian will have the power, but, in the absence of proper direction as provided in Plan Section 8.01(A) above, not the duty to take any action with respect to the Fund which it deems necessary or advisable to discharge its responsibilities under this Plan including, but not limited to, the following powers.
|
1.
|
To invest all or a portion of the Fund (including idle cash balances) in time deposits, savings accounts, money market accounts, or similar investments bearing a reasonable rate of interest in the Custodian’s own savings department or the savings department of another financial organization;
|
2.
|
To vote upon any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges or subscription rights and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to pay any assessment or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property;
|
3.
|
To hold securities or other property of the Fund in its own name, in the name of its nominee (as allowed under Department of Labor Regulation section 2550.403a-
l
(b)), or in bearer form; and
|
4.
|
To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted.
|
8.02
|
TRUSTEE
|
A.
|
Establishment of the Trust
|
1.
|
The Adopting Employer and the Trustee hereby agree to the establishment of a trust consisting of the Fund and the Trustee shall carry out the duties and responsibilities herein specified. The Adopting Employer acknowledges that the Adopting Employer is required to deposit contributions to the Fund that are attributable to Participant payroll deferrals (including loan repayments) as soon as such amounts can be reasonably segregated from the Adopting Employer’s general assets, but no later than the 15th business day of the month following the month in which Participant payroll deferrals were withheld from the employees’ paychecks.
|
2.
|
The Fund shall be held, invested, reinvested and administered by the Trustee in accordance with the terms of the Plan and this Agreement solely in the interest of Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan. Except as provided in Section 8.02(G)(2), no assets of the Plan shall inure to the benefit of the Employer.
|
3.
|
The Trustee shall pay benefits and expenses from the Fund only upon the written direction of the Plan Administrator. The Trustee shall be fully entitled to rely on such directions furnished by the Plan Administrator, and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the Plan.
|
B.
|
Investment of the Fund
|
1.
|
The Investment Fiduciary shall have the exclusive authority and discretion to select the permissible investment funds (“Permissible Investment Funds”) available for investment under the Plan. In making such selections, the Investment Fiduciary shall use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The available investments under the Plan shall be sufficiently diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. The Investment Fiduciary shall notify the Trustee in writing of the selection of the Permissible Investment Funds currently available for investment under the plan, and any changes thereto, in a form and manner acceptable to the Trustee.
|
2.
|
Unless otherwise designated by the Employer in the Adoption Agreement, each Participant shall have the exclusive right, in accordance with the provisions of the Plan, to direct the investment by the Trustee of all amounts allocated to the separate accounts of the Participant under the Plan among any one or more of the available Permissible Investment Funds. All investment directions by
|
3.
|
Notwithstanding Section 7.22(A) of the Plan, to the extent so designated by the Employer in the Adoption Agreement, the Trustee shall invest amounts allocated to the separate accounts of Participants under the Plan as directed by the Investment Fiduciary or other fiduciary of the Plan (including any investment manager as described in ERISA Section 3(38)) identified by the Employer. In making any investments of the assets of the Fund, the Trustee shall be fully entitled to rely on such direction properly furnished to it by the Investment Fiduciary or other appointed fiduciary and shall be under no duty to make any inquiry or investigation with respect thereto.
|
4.
|
The Plan or Investment Fiduciary may designate a default fund under the Plan in which the Trustee shall deposit contributions to the Fund on behalf of Participants who have been identified by the Plan Administrator as having not specified investment choices under the Plan. If the Trustee receives any asset that is not accompanied by instruction directing its investment, the Trustee shall immediately notify the Plan Administrator of that fact, and the Trustee may, in its discretion, return or hold all or a portion of the received asset outside of the Fund without liability for loss of income or appreciation pending receipt of proper investment directions. Otherwise, it is specifically intended under the Plan and this Agreement that the Trustee shall have no discretionary authority to determine the investment of the assets of the Fund.
|
5.
|
Except as may be authorized by regulations promulgated by the Secretary of Labor, the Trustee shall not maintain the indicia of ownership in any assets of the Fund outside the jurisdiction of the district courts of the United States.
|
C.
|
Powers of the Trustee
- Subject to other provisions of Plan Sections 8.02(B) above, the Trustee shall have the authority, in addition to any authority given by law, to exercise the following powers in the administration of the Fund as directed by the appropriate Plan fiduciary:
|
1.
|
to invest and reinvest all or a part of the Fund in accordance with Participant’s investment directions in any available Permissible Investment Funds selected by the Investment Fiduciary without restrictions to investments authorized for fiduciaries, including without limitation on the amount that may be invested therein, any common, collective or commingled trust fund. Any investment in and any terms and conditions of, any common, collective or commingled trust fund available only to employee trusts that meets the requirements of the Code, or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this Plan Section 8.02 and the trust created hereunder;
|
2.
|
to dispose of all or any part of the investments, securities, or other property that may from time to time or at any time constitute the Fund, and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance therefore, and all assignments, transfers and other legal
|
3.
|
to hold that portion of the Fund as the Trustee may deem necessary for ordinary administration, the transfer of assets to another trust or fiduciary, pending investment instructions, and for the disbursement of funds in cash, without liability for interest, by depositing the same in any bank (including deposits that bear no interest or a reasonable rate of interest in a bank or similar financial institution supervised by the United States or a State, even where a bank or financial institution is the Trustee, or otherwise is a Fiduciary of the Plan, subject to the rules and regulations governing such deposits, and without regard to the amount of any such deposit);
|
4.
|
to cause any investment of the Fund to be registered in the name of the Trustee or the name of its nominee or nominees or to retain such investments unregistered or in a form permitting transfer by delivery; provided that the books and records of the Trustee shall at all times show that all such investments are part of the Fund;
|
5.
|
except as provided further in Plan Section 8.02(E) hereof with respect to shares of Qualifying Employer Securities that are held by the Fund, to
|
a.
|
vote in person or by proxy with respect to all mutual fund shares that are held by the Plan (except for mutual fund shares acquired by a Participant or Beneficiary through an individual brokerage account option that is an investment alternative under the Plan) solely in accordance with directions furnished to it by the Investment Fiduciary, and
|
b.
|
to vote in person or by proxy with respect to all other securities (including all investments held through an individual brokerage account option) credited to a Participant’s separate accounts under the Plan solely in accordance with directions furnished to it by the Participant;
|
6.
|
to consult and employ any suitable agent to act on behalf of the Trustee and to contract for legal, accounting, clerical and other services deemed necessary by the Trustee to manage and administer the Fund according to the terms of his instrument;
|
7.
|
upon the written direction of the Plan Administrator; to make loans from the Fund to Participants in amounts, and on terms, approved by the Plan Administrator in accordance with the provisions of the Plan; provided that the Plan Administrator shall have the responsibility for collection of all loan repayments required to be made under the Plan and for furnishing the Trustee with copies all promissory notes evidencing such loans;
|
8.
|
to pay from the Fund all taxes imposed or levied with respect to the Fund on any part thereof under existing or future laws, and, if directed by the Plan Administrator, to contest the validity or amount of any tax, assessment, claim or demand respecting the Fund or any part thereof.
|
9.
|
to purchase or subscribe for securities or other property and to retain them in trust; to sell any such property at any time held by it for cash or other consideration at such time or times and on such terms and conditions as may be deemed appropriate; to exchange such property and to grant options
|
10.
|
to oppose, or consent to and participate in, any plan of reorganization, consolidation, merger, combination, or other similar plan; to oppose or to consent to any contract, lease, mortgage, purchase, sale, or other action by any corporation pursuant to such plan, and to accept and retain any securities or other property issued under any such plan; to deposit any such property with any protective, reorganization or other similar Plan Administrator; to delegate discretionary power thereto and to pay and agree to pay part of its expenses and compensation and any assessments levied with respect to any such securities or other property so deposited;
|
11.
|
to exercise all conversion and subscription rights pertaining to any securities or other property;
|
12.
|
to collect and receive any and all moneys, securities, or other property of whatsoever kind or nature due or owing or belonging to the Fund and to give full discharge and acquittance therefore;
|
13.
|
to settle, compromise, or submit to arbitration, any claims, debts, or damages due or owing to or from the Fund; to commence or defend suits or legal proceedings whenever, in its judgment, any interest of the Fund so requires, and to represent the Fund in all suits or legal proceedings in any court of law or equity or before any other body or tribunal and to charge against the Fund all reasonable expenses and attorney’s fees in connection therewith;
|
14.
|
to invest and reinvest all or a portion of the Fund pursuant to an agreement between the Adopting Employer and the Trustee establishing a special designated “pooled investment fund” primarily for the purpose of valuing certain trust assets held by the Trustee in a fiduciary capacity;
|
15.
|
to exercise or dispose of any right it may have as the holder of any security, to convert the same into another security, to acquire any additional security or securities, to make any payments, to exchange any security, or to do any other act with reference thereto;
|
16.
|
to exchange any property for other property upon such terms and conditions as the Trustee may deem proper, and to give or receive money to effect equality in price;
|
17.
|
to deposit any security with any protective or reorganization committee, to delegate to that committee such power and authority as the Trustee may deem proper, and to agree to pay out of the Fund that portion of the expenses and compensation of that committee as the Trustee may deem proper; and
|
18.
|
generally to do all such acts, execute all such instruments, initiate such proceedings, and exercise all such rights and privileges with relation to property constituting the Fund as if the Trustee were the absolute owner thereof: and, to the extent not inconsistent with the express provisions hereof, the enumeration of any power herein shall not be by way of limitation, but shall be cumulative and
|
D.
|
Duties and Responsibilities of the Trustee
|
1.
|
This Trustee, the Employer, the Plan Administrator and the Investment Fiduciary shall each discharge their assigned duties and responsibilities under the Agreement and the Plan solely in the interest of Participants and their Beneficiaries in the following manner;
|
a.
|
for exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan;
|
b.
|
with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
|
c.
|
by diversifying the available investments under the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and
|
d.
|
in accordance with the provisions of the Plan and this Plan Section 8.02 insofar as they are consistent with the provisions of ERISA.
|
2.
|
The Trustee shall keep full and accurate accounts of all receipts, investments, disbursements and other transactions hereunder, including such specific records as may be agreed upon in writing between the Plan Administrator and the Trustee. All such accounts, books and records containing Plan information shall be open to inspection and audit at all reasonable times by any authorized representative of the Employer or the Plan Administrator. A Participant may examine only those individual account records pertaining directly to him.
|
3.
|
Within 120 days after the end of each Plan year or within 120 days after its removal or resignation, the Trustee shall file with the Plan Administrator a written account of the administration of the Fund showing all transactions effected by the Trustee subsequent to the period covered by the last preceding account to the end of such Plan Year or date of removal or resignation and all property held at its fair market value at the end of the accounting period. Upon approval of such accounting by the Plan Administrator, neither the Employer nor the Plan Administrator shall be entitled to any further accounting by the Trustee. The Plan Administrator may approve such accounting by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within 90 days from the date on which the accounting is delivered to the Plan Administrator.
|
4.
|
The Trustee shall not be required to determine the facts concerning the eligibility of any Participant to participate in the Plan, the amount of benefits payable to any Participant or Beneficiary under the Plan, or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely
|
5.
|
The Trustee shall not be responsible for the collection of any Employer Contributions to the Plan. The Plan Administrator will be the fiduciary responsible for the collection and deposit of Employer Contributions except to the extent that the Adopting Employer has appointed another person to act as the fiduciary responsible for the collection of Employer Contributions and such other person has accepted such appointment.
|
6.
|
Unless resulting from the Trustee’s negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under this Plan or ERISA, the Employer shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney’s fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Plan or this Plan Section 8.02. The provisions of this Plan section 8.02(D)(6) will survive termination or amendment of the Plan.
|
E.
|
Voting and Other Rights of Qualifying Employer Securities
|
1.
|
Each Participant and Beneficiary of a deceased Participant (solely for purposes of this Section 8.02 (E), each a “Participant’’ and collectively, the “Participants”) shall have the right to direct the Trustee as to the manner of voting and the exercise of all other rights that a shareholder of record has with respect to shares (and fractional shares) of Qualifying Employer Securities that have been allocated to the Participant’s separate account including, but not limited to, the right to sell or retain shares in a public or private tender offer.
|
2.
|
All shares (and fractional shares) of Qualifying Employer Securities for which the Trustee has not received timely Participant directions shall be voted or exercised by the Trustee in the same proportion as the shares (and fractional shares) of Qualifying Employer Securities for which the Trustee received timely Participant directions, except in the case where to so would be inconsistent with the provisions of Title I of ERISA. All reasonable efforts will be made to inform each Participant that shares of Employer Stock for which the Trustee does not receive Participant direction will be voted pro rata in proportion to the shares for which the Trustee has received timely Participant direction.
|
3.
|
Notwithstanding any other provision of this Plan to the contrary, in the event of a tender offer for Qualifying Employer Securities, the Trustee shall interpret a Participant’s failure to timely provide instructions as a direction not to tender the shares of Qualifying Employer Securities allocated to the Participant’s separate account and, therefore, the Trustee shall not tender any shares (or fractional shares) of Qualifying Employer Securities for which it does not receive timely directions to tender such shares (or fractional shares) from Participants, except in the case where to do so would be inconsistent with the provisions of Title I of ERISA. Furthermore, tender offer materials provided to Participants will inform Participants that the Trustee will interpret a Participant’s silence as a direction not to tender the Participant’s shares of Qualifying Employer Securities.
|
4.
|
Each Participant exercising his authority under this Article shall be considered a named fiduciary of the Plan within the meaning of ERISA Section 402(a)(2) with respect to the voting directions or response to an offer provided by the Participant (including in the case where a Participant’s silence is treated by the Trustee as a direction not to tender as provided under Plan Section 8.02(E)(3) hereof).
|
5.
|
Information relating to the purchase, holding and sale of securities and the exercise of voting, tender and other similar rights with respect to Qualifying Employer Securities by Participants shall be maintained in accordance with procedures that are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with Federal laws or State laws not preempted by ERISA. The Trustee shall be the fiduciary who is responsible for ensuring that such procedures are sufficient to safeguard the confidentiality of the information described above, and that such procedures are followed.
|
6.
|
Notwithstanding any provision contained in the Plan to the contrary, this Plan Section 8.02(E) shall govern the procedures to be followed in connection with the voting of Qualifying Employer Securities held by the Plan and the disposition of Qualifying Employer Securities pursuant to any tender or exchange offer thereof. In the event of any conflict or inconsistency between the provisions of the Plan Section 8.02(E) and any other provisions of the Plan, the provisions of this Section 8.02 (E) shall control.
|
F.
|
Appointment of Investment Managers
|
1.
|
Subject to Plan Section 7.22(D), the Investment Fiduciary may appoint one or more investment managers with respect to some or all of the assets of the Fund as contemplated by ERISA Section 402(c)(3). Any such investment manager shall acknowledge to the Investment Fiduciary in writing that it accepts such appointment and that it is an ERISA fiduciary with respect to the Plan and the Fund. The Investment Fiduciary shall provide the Trustee with a copy of the written agreement (and any amendments thereto) between the Investment Fiduciary and the investment manager. By notifying the Trustee of the appointment of the investment manager, the Investment Fiduciary shall be deemed to certify that such investment manager meets the requirements of ERISA Section 3(38). The authority of the investment manager shall continue until the Investment Fiduciary terminates the appointment or the investment manager has resigned.
|
2.
|
The assets with respect to which the Investment Fiduciary has appointed a particular investment manager will be segregated in a separate account for the investment manager (the “Separate Account”) and the investment manager shall have the power to direct the Trustee in every aspect of the investment of the assets of the Separate Account, subject to Section 7.22(D). The investment manager will be the fiduciary responsible for selecting, negotiating, placing of all investments (including the execution of any instruments associated therewith, including subscription agreements and investment contracts). The investment manager shall value all investments held under the Separate Account on every business day and promptly inform the Trustee of such valuations, including, in the case of investment contracts and similar fixed principal investments, determining whether an such investment should be carried on the Fund’s books at a value other than contract value, and the Trustee is entitled to rely on all such valuations.
|
3.
|
The investment manager shall be responsible for making any proxy voting or tender offer decisions, and exercising any other rights, with respect to securities and other investments held in the Separate Account and the investment manager shall maintain a record of the reasons for the manner in which it voted proxies or responded to tender offers.
|
4.
|
The Trustee shall not be liable for the acts or omissions of an investment manager and shall not have any liability or responsibility for acting or not acting pursuant to the direction of, or failing to act in the absence of, any direction from an Investment Manager, it being the intention of the parties that the Trustee shall have the full protection of ERISA Section 405(d). In addition, the Trustee will not be liable for any actions (including refraining to take actions) that it takes in accordance with the directions of a terminated or resigning investment manager before it has received written notice from the Investment Fiduciary of the termination or resignation of such investment manager and has had a reasonable time to act on such notice.
|
G.
|
Prohibition of Diversion
|
1.
|
Except as provided in Plan Section 8.02(G)(2), at no time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries under the Plan may any part of the corpus or income of the Fund be used for, or diverted to, purposes other than of the exclusive benefit of Participants or their Beneficiaries, or for defraying reasonable expenses of administering the Plan.
|
2.
|
The provisions of Plan Section 8.02(G)(l) notwithstanding, contributions made by the Employer under the Plan may be returned to the Employer under the following conditions:
|
a.
|
If a contribution is made by mistake of fact, such contributions may be returned to the Employer within one year of the payment of such contribution;
|
b.
|
Contributions to the Plan are specifically conditioned upon their deductibility under the Code. To the extent a deduction is disallowed for such contribution, it may be returned to the Employer within one year after the disallowance of the deduction. Contributions that are not deductible in the taxable year in which made but that are deductible in subsequent taxable years shall not be considered to be disallowed for purposes of this subsection; and
|
c.
|
Contributions to the Plan are specifically conditioned on initial qualification of the Plan under the Code. If the Plan is determined to be disqualified, contributions made in respect of any period subsequent to the effective date of such disqualification may be returned to the Employer within one year after the date of denial of qualification, but only if the application for the qualification is made by the time prescribed by law for filing the employer’s return for the taxable year in which the Plan is adopted, or such later date as the Secretary of the Treasury may prescribe.
|
H.
|
Communication With Plan Administrator and Adopting Employer
|
1.
|
Whenever the Trustee is permitted or required to act upon the directions or instructions of the Plan Administrator, Investment Fiduciary, or other authorized person (for purposes of this Section 8.02(H), the “Directing Fiduciary”), the Trustee shall be entitled to act upon any written , or electronic communication (signed or unsigned) reasonably believed to be sent by any person or agent designated to act as or on behalf of the Directing Fiduciary. Such person or agent shall be so
|
2.
|
The Adopting Employer shall notify the Trustee in writing as to the appointment, removal or resignation of any person designated to act as or on behalf of the Directing Fiduciary. After such notification, the Trustee shall be fully protected in action upon the directions of, or dealing with, any person designated to act as or on behalf of the Directing Fiduciary until it receives written notice to the contrary and has had a reasonable amount of time to act on such notice. The Trustee shall have no duty to inquire into the qualification of any person designated to act as or on behalf of a Directing Fiduciary.
|
I.
|
Trustee’s Compensation
|
1.
|
The Trustee is entitled to reasonable compensation for its services as may be agreed upon by the Trustee and the Adopting Employer. The Trustee shall also be entitled to reimbursement for all expenses properly and actually incurred on behalf of the Fund. Such compensation or reimbursement shall be paid to the Trustee out of the Fund unless paid directly by the Employer.
|
2.
|
The Trustee agrees that it is bound by and will observe and perform all obligations required of it under the fee disclosure rules contained in ERISA section 408(b)(2), and the regulations thereunder, as may be amended. Adopting Employer acknowledges that in advance of the execution of the Adoption Agreement for this Plan, a responsible Plan fiduciary has received and agrees to such disclosure information with respect to services and fees of the Trustee and its affiliates including, but not limited to, such disclosures regarding float income and trade processing and reconciliation.
|
J.
|
Resignation and Removal of Trustee
|
1.
|
The Trustee may resign at any time by written notice to the Adopting Employer, which resignation shall be effective 30 days after delivery unless prior thereto a successor trustee has been appointed.
|
2.
|
The Trustee may be removed by the Adopting Employer at any time upon 30 days’ written notice to the Trustee; such notice, however, may be waived by the Trustee.
|
3.
|
The appointment of a successor trustee hereunder shall be accomplished by and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Adopting Employer appointing such successor trustee, and an acceptance in writing of the office of successor trustee hereunder executed by the successor so appointed. Any successor trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee so appointed with the same force and effect as if such successor trustee had been originally named herein as the Trustee hereunder. If within 30 days after notice of resignation has been given under the provisions of this Article, a successor trustee has not been appointed, the resigning Trustee or the
|
4.
|
Upon the appointment of a successor trustee, the resigning or removed Trustee shall transfer and deliver the Fund to such successor trustee after reserving such reasonable amount as it deems necessary to provide for its expenses in the settlement of the account, the amount of any compensation due to it, and any sums chargeable against the Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee is entitled to reimbursement for any deficiency from the successor trustee and the Employer who shall be jointly and severally liable therefore.
|
K.
|
Amendment and Termination of the Trust and Plan
|
1.
|
The Adopting Employer may, by delivery to the Trustee of an instrument in writing, terminate or partially terminate this Agreement at any time. The Adopting Employer and the Trustee may amend this Agreement at any time. Any amendment must be in writing and signed by the authorized representatives of the Adopting Employer and the Trustee, and provided further that no amendment may divert any part of the Fund to any purpose other than providing benefits to Participants and their Beneficiaries or defraying reasonable expenses of administering the Plan.
|
2.
|
If the Plan is terminated, in whole or in part, or if the Employer permanently discontinues its contributions to the Plan, the Trustee shall distribute the Fund or any part thereof in such manner and at such times as the Plan Administrator shall direct in writing. In the absence of receipt of such written directions after the effective date of such termination, the Trustee may distribute the Fund in accordance with the provisions of the Plan.
|
8.03
|
NO OBLIGATION TO QUESTION DATA
|
8.04
|
DEGREE OF CARE- LIMITATIONS OF LIABILITY
|
8.05
|
MISCELLANEOUS
|
A.
|
Governing Law
- Plan Sections 8.01 and 8.02 will be construed and enforced, to the extent possible, according to the laws of the State in which the Custodian or Trustee maintains its principal place of business, without regard to its provisions concerning conflicts of law that would permit the application of the laws of another jurisdiction, to the extent not preempted by federal laws, regulations, or rules that may from time to time be applicable.
|
B.
|
Necessary Parties -
T
o
the extent permitted by law, only the Adopting Employer and the Trustee (or Custodian, if applicable) will be necessary parties in any application to the courts for an interpretation of Plan Sections 8.01 or 8.02 or for an accounting by the Trustee (or Custodian, if applicable), and no other Plan Fiduciary, Participant, Beneficiary, or other person having an interest in the Fund will be entitled to any notice or service of process. Any final judgment entered in such an action or proceeding will, to the extent permitted by law, be conclusive upon all persons claiming in Plan Sections 8.01 or 8.02.
|
C.
|
Force Majeure
- The Trustee (or Custodian, if applicable) will not be responsible or liable for the failure or delay in performance of its obligations arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, such as an act of God or any mechanical, electronic, or communications failure.
|
D.
|
Agents
- In performing its obligations under this Plan, the Trustee (or Custodian, if applicable) will be entitled to employ suitable agents, counsel, sub custodians, and other service providers.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income (loss) from continuing operations
|
$
|
346,737
|
|
|
$
|
483,686
|
|
|
$
|
437,829
|
|
|
$
|
407,156
|
|
|
$
|
(173,346
|
)
|
Fixed charges
|
64,672
|
|
|
82,807
|
|
|
92,758
|
|
|
91,772
|
|
|
75,638
|
|
|||||
Total earnings available for fixed charges
|
$
|
411,409
|
|
|
$
|
566,493
|
|
|
$
|
530,587
|
|
|
$
|
498,928
|
|
|
$
|
(97,708
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, including capitalized interest
|
$
|
62,761
|
|
|
$
|
81,132
|
|
|
$
|
91,102
|
|
|
$
|
90,464
|
|
|
$
|
74,618
|
|
Interest portion of rental expense
|
1,911
|
|
|
1,675
|
|
|
1,656
|
|
|
1,308
|
|
|
1,020
|
|
|||||
Total fixed charges
|
$
|
64,672
|
|
|
$
|
82,807
|
|
|
$
|
92,758
|
|
|
$
|
91,772
|
|
|
$
|
75,638
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
6.4x
|
|
6.8x
|
|
5.7x
|
|
5.4x
|
|
(1)
|
(1)
|
Ratio coverage less than 1:1 is not presented. For the period ended December 31, 2013, additional earnings of $173,346 would have been required to achieve a ratio of 1:1.
|
•
|
consolidated pretax income from continuing operations before adjustment for income or loss from equity investees;
|
•
|
fixed charges, as defined below;
|
•
|
amortization of capitalized interest;
|
•
|
distributed income of equity investees; and
|
•
|
our share of pretax losses of equity investees for which charges arising from guarantees are included in fixed charges.
|
•
|
interest capitalized;
|
•
|
preference security dividend requirements of consolidated subsidiaries; and
|
•
|
the noncontrolling interest in pretax income of subsidiaries that have not incurred fixed charges.
|
•
|
interest expensed and capitalized (from both continuing and discontinued operations);
|
•
|
amortization of premiums, discounts and capitalized expenses related to indebtedness;
|
•
|
an estimate of the interest component within rental expense; and
|
•
|
preference security dividend requirements of consolidated subsidiaries.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Radian Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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Date: February 28, 2018
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/s/ R
ICHARD
G. T
HORNBERRY
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Richard G. Thornberry
Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Radian Group Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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Date: February 28, 2018
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/s/ J. Franklin Hall
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J. Franklin Hall
Chief Financial Officer
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Date: February 28, 2018
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/s/ Richard G. Thornberry
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Richard G. Thornberry
Chief Executive Officer |
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/s/ J. Franklin Hall
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J. Franklin Hall
Chief Financial Officer
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