UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                    
Commission file number 1-11356  
____________________________

IMAGE00RADIANLOGO1217.JPG
RADIAN GROUP INC.
(Exact name of registrant as specified in its charter)
____________________________
Delaware
23-2691170
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1500 Market Street, Philadelphia, PA
19102
(Address of principal executive offices)
(Zip Code)
(215) 231-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $.001 par value per share
New York Stock Exchange
Preferred Stock Purchase Rights
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
____________________________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.       YES   x     NO   o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES   o     NO   x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES    x     NO   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES   x     NO   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer   x
 
Accelerated filer o
 
Non-accelerated filer  o
 
Smaller reporting company o
Emerging growth company o
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
As of June 30, 2017 , the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $3,510,436,004 based on the closing sale price as reported on the New York Stock Exchange. Excluded from this amount is the value of all shares beneficially owned by executive officers and directors of the registrant. These exclusions should not be deemed to constitute a representation or acknowledgment that any such individual is, in fact, an affiliate of the registrant or that there are not other persons or entities who may be deemed to be affiliates of the registrant.
The number of shares of common stock, $.001 par value per share, of the registrant outstanding on February 23, 2018 was 216,032,041 shares.
_______________________________ 
DOCUMENTS INCORPORATED BY REFERENCE
 
Form 10-K                   Reference Document
Definitive Proxy Statement for the Registrant’s 2018 Annual Meeting of Stockholders
Part III
(Items 10 through 14)



TABLE OF CONTENTS
 
 
 
Page
Number
 
 
 
 
PART I
 
 
 
 
Item 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 1A
 
Item 1B
 
Item 2
 
Item 3
 
Item 4
PART II
 
 
 
 
Item 5
 
Item 6
 
Item 7
 
Item 7A
 
Item 8
 
Item 9
 
Item 9A
 
Item 9B
PART III
 
 
 
 
Item 10
 
Item 11
 
Item 12
 
Item 13
 
Item 14
PART IV
 
 
 
 
Item 15
 
Item 16


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Table of Contents

GLOSSARY OF ABBREVIATIONS AND ACRONYMS
The list which follows includes the definitions of various abbreviations and acronyms used throughout this report, including the Business Section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, the Notes to Consolidated Financial Statements and the Financial Statement Schedules.
Term
Definition
1995 Equity Plan
The Radian Group Inc. 1995 Equity Compensation Plan
2008 Equity Plan
The Radian Group Inc. 2008 Equity Compensation Plan
2008 ESPP
The Radian Group Inc. 2008 Employee Stock Purchase Plan
2014 Equity Plan
The Radian Group Inc. 2014 Equity Compensation Plan, which was amended and restated as the Radian Group Inc. Equity Compensation Plan on May 10, 2017
2014 Master Policy
Radian Guaranty’s master insurance policy, setting forth the terms and conditions of our mortgage insurance coverage, which became effective October 1, 2014
2016 Single Premium QSR Transaction
Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in the first quarter of 2016 and subsequently amended in the fourth quarter of 2017
2018 Single Premium QSR Transaction
Quota share reinsurance agreement entered into with a panel of third-party reinsurance providers in October 2017 to cede a portion of Single Premium NIW beginning January 1, 2018
ABS
Asset-backed securities
Alt-A
Alternative-A loans, representing loans for which the underwriting documentation is generally limited as compared to fully documented loans (considered a non-prime loan grade)
Amended and Restated Equity Compensation Plan
The Radian Group Inc. Equity Compensation Plan, which amended and restated the 2014 Equity Plan and was approved by our stockholders on May 10, 2017
Assured
Assured Guaranty Corp., a subsidiary of Assured Guaranty Ltd.
Available Assets
As defined in the PMIERs, assets primarily including the liquid assets of a mortgage insurer, and reduced by premiums received but not yet earned
Back-end
With respect to credit risk transfer programs established by the GSEs, policies written on loans that are already part of an existing GSE portfolio, as contrasted with loans that are to be purchased by the GSEs in the future
BofA Settlement Agreement
The Confidential Settlement Agreement and Release dated September 16, 2014, by and among Radian Guaranty and Countrywide Home Loans, Inc. and Bank of America, N.A., as a successor to BofA Home Loan Servicing f/k/a Countrywide Home Loan Servicing LP, entered into in order to resolve various actual and potential claims or disputes as to mortgage insurance coverage on the specific population of loans covered by the agreement
Borrower
With respect to our securities lending agreements, the third-party institutions to which we loan certain securities in our investment portfolio for short periods of time
CFPB
Consumer Financial Protection Bureau
Claim Curtailment
Our legal right, under certain conditions, to reduce the amount of a claim, including due to servicer negligence
Claim Denial
Our legal right, under certain conditions, to deny a claim
Claim Severity
The total claim amount paid divided by the original coverage amount
Clayton
Clayton Holdings LLC, a Delaware domiciled indirect non-insurance subsidiary of Radian Group
CMBS
Commercial mortgage-backed securities
Convertible Senior Notes due 2017
Our 3.000% convertible unsecured senior notes due November 2017 ($450 million original principal amount)
Convertible Senior Notes due 2019
Our 2.250% convertible unsecured senior notes due March 2019 ($400 million original principal amount)
Cures
Loans that were in default as of the beginning of a period and are no longer in default because payments were received such that the loan is no longer 60 or more days past due


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Term
Definition
Default to Claim Rate
The percentage of defaulted loans that are assumed to result in a claim
Deficiency Amount
The assessed tax liabilities, penalties and interest associated with a formal Notice of Deficiency from the IRS
Discrete Item(s)
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.
Dodd-Frank Act
Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended
Equity Plans
The 1995 Equity Plan, the 2008 Equity Plan and the Amended and Restated Equity Compensation Plan, together
Exchange Act
Securities Exchange Act of 1934, as amended
Extraordinary Dividend
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
Fannie Mae
Federal National Mortgage Association
FASB
Financial Accounting Standards Board
FEMA
Federal Emergency Management Agency, an agency of the U.S. Department of Homeland Security
FEMA Designated Area
Generally, an area that has been subject to a disaster, designated by FEMA as an individual assistance disaster area for the purpose of determining eligibility for various forms of federal assistance
FHA
Federal Housing Administration
FHFA
Federal Housing Finance Agency
FHLB
Federal Home Loan Bank of Pittsburgh
FICO
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
Flow Basis
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.
Foreclosure Stage Default
The Stage of Default indicating that the foreclosure sale has been scheduled or held
Freddie Mac
Federal Home Loan Mortgage Corporation
Freddie Mac Agreement
The Master Transaction Agreement between Radian Guaranty and Freddie Mac entered into in August 2013
Front-end
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
GAAP
Accounting principles generally accepted in the U.S.
Green River Capital
Green River Capital LLC, a wholly-owned subsidiary of Clayton
GSEs
Government-Sponsored Enterprises (Fannie Mae and Freddie Mac)
HAMP
Homeowner Affordable Modification Program
HARP
Home Affordable Refinance Program
HARP 2
The FHFA’s extension of and enhancements to HARP
IBNR
Losses incurred but not reported
IIF
Insurance in force, equal to the aggregate unpaid principal balances of the underlying loans
IRC
Internal Revenue Code of 1986, as amended
IRS
Internal Revenue Service


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Term
Definition
IRS Matter
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.
JCT
Congressional Joint Committee on Taxation
LAE
Loss adjustment expenses, which include the cost of investigating and adjusting losses and paying claims
Legacy Portfolio
Mortgage insurance written during the poor underwriting years of 2005 through 2008, together with business written prior to 2005
Loss Mitigation Activity/Activities
Activities such as Rescissions, Claim Denials, Claim Curtailments and cancellations
LTV
Loan-to-value ratio, calculated as the percentage of the original loan amount to the original value of the property
Master Policies
The Prior Master Policy and the 2014 Master Policy, collectively
Minimum Required Assets
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
Model Act
Mortgage Guaranty Insurers Model Act, as issued by the NAIC to establish minimum capital and surplus requirements for mortgage insurers
Monthly and Other Premiums
Insurance policies where premiums are paid on a monthly or other installment basis, in contrast to Single Premium Policies
Monthly Premium Policies
Insurance policies where premiums are paid on a monthly installment basis
Moody’s
Moody’s Investors Service
Mortgage Insurance
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
MPP Requirement
Certain states’ statutory or regulatory risk-based capital requirement that the mortgage insurer must maintain a minimum policyholder position, which is calculated based on both risk and surplus levels
NAIC
National Association of Insurance Commissioners
NIW
New insurance written
NOL
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
Notices of Deficiency
Formal letters from the IRS informing the taxpayer of an IRS determination of tax deficiency and appeal rights
OCI
Other comprehensive income (loss)
PDR
Premium deficiency reserve
Persistency Rate
The percentage of insurance in force that remains in force over a period of time
PMIERs
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
Pool Insurance
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.
Post-legacy
The time period subsequent to 2008
Post-legacy Portfolio
Mortgage insurance on loans written subsequent to 2008
Prior Master Policy
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
QSR
Quota share reinsurance
QSR Transactions
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
Definition
Radian
Radian Group Inc. together with its consolidated subsidiaries
Radian Asset Assurance
Radian Asset Assurance Inc., a New York domiciled insurance company that was formerly a subsidiary of Radian Guaranty
Radian Asset Assurance Stock Purchase Agreement
The Stock Purchase Agreement dated December 22, 2014, between Radian Guaranty and Assured to sell Radian Asset Assurance to Assured
Radian Group
Radian Group Inc.
Radian Guaranty
Radian Guaranty Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
Radian Guaranty Reinsurance
Radian Guaranty Reinsurance Inc., a Pennsylvania domiciled insurance subsidiary of Enhance Financial Services Group Inc., a New York domiciled non-insurance subsidiary of Radian Group
Radian Insurance
Radian Insurance Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
Radian Mortgage Assurance
Radian Mortgage Assurance Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
Radian Mortgage Insurance
Radian Mortgage Insurance Inc., a Pennsylvania domiciled subsidiary of Radian Group
Radian Reinsurance
Radian Reinsurance Inc., a Pennsylvania domiciled insurance subsidiary of Radian Group
RBC States
Risk-based capital states, which are those states that currently impose a statutory or regulatory risk-based capital requirement
Red Bell
Red Bell Real Estate, LLC, a wholly-owned subsidiary of Clayton
Reinstatements
Reversals of previous Rescissions, Claim Denials and Claim Curtailments
REMIC
Real Estate Mortgage Investment Conduit
REO
Real estate owned
Rescission
Our legal right, under certain conditions, to unilaterally rescind coverage on our mortgage insurance policies if we determine that a loan did not qualify for insurance
RESPA
Real Estate Settlement Procedures Act of 1974, as amended
RIF
Risk in force; for primary insurance, RIF is equal to the underlying loan unpaid principal balance multiplied by the insurance coverage percentage, whereas for Pool Insurance it represents the remaining exposure under the agreements
Risk-to-capital
Under certain state regulations, a minimum ratio of statutory capital calculated relative to the level of net RIF
RMBS
Residential mortgage-backed securities
RSU
Restricted stock unit
S&P
Standard & Poor’s Financial Services LLC
SAB 118
Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” issued by the SEC staff in December 2017
SAFE Act
Secure and Fair Enforcement for Mortgage Licensing Act, as amended
SAPP
Statutory accounting principles and practices include those required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries
SARs
Stock appreciation rights
SEC
United States Securities and Exchange Commission
Senior Notes due 2017
Our 9.000% unsecured senior notes due June 2017 ($195.5 million original principal amount, of which the remaining outstanding principal was redeemed in August 2016)
Senior Notes due 2019
Our 5.500% unsecured senior notes due June 2019 ($300 million original principal amount)
Senior Notes due 2020
Our 5.250% unsecured senior notes due June 2020 ($350 million original principal amount)
Senior Notes due 2021
Our 7.000% unsecured senior notes due March 2021 ($350 million original principal amount)


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Table of Contents

Term
Definition
Senior Notes due 2024
Our 4.500% unsecured senior notes due October 2024 ($450 million original principal amount)
Services
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
Single Premium NIW (or IIF)
New insurance written or insurance in force, respectively, on Single Premium Policies
Single Premium Policy/Policies
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)
Stage of Default
The stage a loan is in relative to the foreclosure process, based on whether a foreclosure sale has been scheduled or held
Statutory RBC Requirement
Risk-based capital requirement imposed by the RBC States, requiring a minimum surplus level and, in certain states, a minimum ratio of statutory capital relative to the level of risk
Surplus Note
An intercompany 0.000% surplus note issued by Radian Guaranty to Radian Group
TCJA
H.R. 1, known as the Tax Cuts and Jobs Act, signed into law on December 22, 2017
Time in Default
The time period from the point a loan reaches default status (based on the month the default occurred) to the current reporting date
TRID
Truth in Lending Act - Real Estate Settlement Procedures Act of 1974 (“RESPA”) Integrated Disclosure
U.S.
The United States of America
U.S. Treasury
United States Department of the Treasury
VA
U.S. Department of Veterans Affairs
ValuAmerica
ValuAmerica, Inc., a wholly-owned subsidiary of Clayton



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Glossary



Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions
All statements in this report that address events, developments or results that we expect or anticipate may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the U.S. Private Securities Litigation Reform Act of 1995. In most cases, forward-looking statements may be identified by words such as “anticipate,” “may,” “will,” “could,” “should,” “would,” “expect,” “intend,” “plan,” “goal,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “strategy,” “future,” “likely” or the negative or other variations on these words and other similar expressions. These statements, which may include, without limitation, projections regarding our future performance and financial condition, are made on the basis of management’s current views and assumptions with respect to future events. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking statement. These statements speak only as of the date they were made, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We operate in a changing environment where new risks emerge from time to time and it is not possible for us to predict all risks that may affect us. The forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. These risks and uncertainties include, without limitation:
changes in economic and political conditions that impact the credit performance of our insured portfolio and our business prospects;
changes in the way customers, investors, ratings agencies, regulators or legislators perceive our performance, financial strength and future prospects;
Radian Guaranty’s ability to remain eligible under the PMIERs and other applicable requirements imposed by the FHFA and by the GSEs to insure loans purchased by the GSEs;
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;
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;
our ability to maintain an adequate level of capital in our insurance subsidiaries to satisfy existing and future state regulatory requirements;
changes in the charters or business practices of, or rules or regulations imposed by or applicable to, the GSEs, including the GSEs’ interpretation and application of the PMIERs and the recently proposed changes to the PMIERs;
changes in the current housing finance system in the U.S., including the role of the FHA, the GSEs and private mortgage insurers in this system;
any disruption in the servicing of mortgages covered by our insurance policies, as well as poor servicer performance;
a significant decrease in the Persistency Rates of our mortgage insurance on monthly premium products;
competition in our mortgage insurance business, including price competition and competition from the FHA and VA, as well as from other forms of credit enhancement;
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;
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;
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;
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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Glossary



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;
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;
potential future impairment charges related to our intangible assets, and uncertainties regarding our ability to execute our restructuring plans within expected costs;
changes in GAAP or SAPP rules and guidance, or their interpretation;
our ability to attract and retain key employees; and
legal and other limitations on dividends and other amounts we may receive from our subsidiaries.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to the Risk Factors detailed in Item 1A of this Annual Report on Form 10-K. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.


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Table of Contents
Glossary


PART I
Item 1.
Business.
General
We are a diversified mortgage and real estate services business. We provide mortgage insurance and products and services to the real estate and mortgage finance industries through our two business segments—Mortgage Insurance and Services. Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions to mortgage lending institutions nationwide. We provide our mortgage insurance products mainly through our wholly-owned subsidiary, Radian Guaranty. Our Services segment is a fee-for-service business that offers a broad array of services to market participants across the mortgage and real estate value chain. These services are comprised of mortgage services and real estate services that  provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. Our mortgage services include transaction management services such as loan review, RMBS securitization and distressed asset reviews, servicer and loan surveillance and underwriting. Our real estate services include: REO asset management; review and valuation services related to single family rental properties; real estate valuation services; real estate brokerage services; and title and settlement services that include title search, settlement and closing services. We provide our Services products and services primarily through Clayton and its subsidiaries, including Green River Capital, Red Bell and ValuAmerica.
See Note 4 of Notes to Consolidated Financial Statements for a summary of financial information for our business segments and see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information about the performance of our business segments, including revenue by business segment.
Radian Group serves as the holding company for our insurance and other subsidiaries and does not have any operations of its own.


10

Part I Item 1. Business
______________________________________________________________________________________________________

2017 Highlights. Below are highlights of our key accomplishments that furthered our strategic objectives and contributed to our financial and operating results during 2017 .
KEY ACCOMPLISHMENTS FOR 2017
• 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
• Adjusted pretax operating income was $617.2 million, an increase of 14% compared to $541.8 million for 2016 (1)
• 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
• Committed to a restructuring plan to reposition the Services business to achieve sustained profitability
• Realigned sales organization into a highly-focused enterprise sales team
______________________
(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.
For additional information regarding these items as well as other factors impacting our business and financial results in 2017 , see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Business Strategy. Radian’s objectives include growing earnings per share while maintaining attractive returns on equity. We are committed to delivering a range of products and services that enable individuals to responsibly and sustainably achieve the American dream of homeownership and institutional market participants to transact at lower costs, with improved quality and enhanced transparency, resulting in a better overall mortgage and real estate marketplace.
Consistent with these objectives, our business strategy as highlighted below is focused on growing our businesses, diversifying our revenue sources and increasing our fee-based revenues, while at the same time enhancing our operations and developing a one-company market view by integrating our product and services offerings more effectively.


11

Part I Item 1. Business
______________________________________________________________________________________________________

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
• 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
• 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.
We utilize various tools to assess the long-term economic value of our portfolio in order to identify opportunities to optimize shareholder value. For our Mortgage Insurance business, we evaluate the long-term economic value of existing or future business by using an Economic Value Added (“EVA”) measure, which incorporates expected lifetime returns for our insurance policies, including projected premiums, credit losses, investment income, operating expenses and taxes. These lifetime cash flows are then offset by the estimated cost of required capital, derived from our average cost of capital, to arrive at an estimated EVA to assist us in evaluating various portfolio strategies.
A key element of our business strategy is to use our Services segment to diversify our business and revenue streams by increasing our participation in multiple facets of the residential real estate and mortgage finance markets. In 2017, we undertook a strategic review of our Services business and made several decisions with respect to the business strategy that are designed to reposition this business to drive future growth and profitability. Following this strategic review, we committed to a restructuring plan and are focusing our efforts on offering those products and services that are expected to produce more predictable and recurring fee-based revenues over time. This strategy is designed to satisfy demand in the market, grow our fee-based revenues, strengthen our existing mortgage insurance customer relationships, attract new customers and differentiate us from our mortgage insurance peers.


12

Part I Item 1. Business
______________________________________________________________________________________________________

Through the combination of our Mortgage Insurance and Services business segments, our broad array of capabilities within the primary stages of the mortgage value chain are illustrated below.
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Corporate Background. Radian Group has been incorporated as a business corporation under the laws of the State of Delaware since 1991. Our principal executive offices are located at 1500 Market Street, Philadelphia, Pennsylvania 19102, and our telephone number is (215) 231-1000.
Additional Information . Our website address is www.radian.biz . Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. In addition, our guidelines of corporate governance, code of business conduct and ethics (which includes the code of ethics applicable to our chief executive officer, principal financial officer and principal accounting officer) and the governing charters for each standing committee of Radian Group’s board of directors are available free of charge on our website, as well as in print, to any stockholder upon request.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and the address of that site is www.sec.gov .
The above references to our website and the SEC’s website do not constitute incorporation by reference of the information contained on the websites and such information should not be considered part of this document.


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Part I Item 1. Business
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Operating Environment
As a diversified risk management company, we sell mortgage credit protection and other credit risk management solutions, as well as mortgage and real estate services. Therefore, the demand for our products and services is largely driven by the macroeconomic environment generally, and more specifically by the health of the housing, mortgage finance and related real estate markets.
Mortgage Insurance. Our mortgage insurance business is impacted by specific macroeconomic conditions and events that impact the mortgage origination environment and the credit performance of our underlying insured assets. The improvement in macroeconomic conditions since the financial crisis of 2007-2008 has contributed to the positive credit trends in our mortgage insurance portfolio, including a lower level of new defaults and higher cure rates. At the same time, increased regulation and regulatory scrutiny following the financial crisis have resulted in a more restrictive credit environment that has limited the growth of the mortgage industry. Among other factors, private mortgage insurance industry volumes are impacted by total mortgage origination volumes and the mix between mortgage originations that are for purchased homes versus refinancings of existing mortgages. Generally, mortgage insurance penetration in the overall insurable mortgage market has been three to five times higher for purchase originations than for refinancings. As a result of an increase in mortgage origination volume from home purchases and this meaningfully higher penetration for purchase originations, although the overall mortgage origination market for 2017 was smaller than it was in 2016 , largely due to a decrease in refinancings as a result of higher interest rates, our NIW of $53.9 billion written in 2017 was higher than our NIW for 2016. Industry forecasts for 2018 project a decline in the overall mortgage origination market, however purchase loan volume is expected to increase. Based on these industry forecasts, we currently expect our NIW for 2018 to be approximately $50 billion .
The environment for private mortgage insurers is highly competitive. We compete with other private mortgage insurers primarily on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength and reputation. In addition to other private mortgage insurers, we compete with governmental agencies, principally the FHA and the VA. See “Mortgage Insurance—Competition.”
Services. The macroeconomic conditions and other events that impact the housing, mortgage finance and related real estate markets also affect the demand for our mortgage and real estate services. Sales volume in our Services business varies based on the overall activity in the housing and mortgage finance markets and the health of related industries. Notwithstanding the improvement in the U.S. economy and the housing and finance markets generally, the operating environment for our Services business has been challenging. Among other things, highly competitive conditions and decreased demand for certain of our services have limited the volume of business for some of our Services business lines. Additionally, growth opportunities for our Services segment have been limited given the continued lack of a meaningful non-GSE securitization market. As discussed above, we are responding to the challenging environment by restructuring this business to reposition it to drive future growth and profitability. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Operating Environment and Business Strategy—Business Strategy. ” In connection with the restructuring of this business, we have refined our Services business strategy going forward to focus on our core mortgage and real estate services that are aligned with our market expertise and the needs of our customers. We believe that the combination of our mortgage insurance with our unique set of diversified mortgage and real estate products and services will provide us with an opportunity to become increasingly relevant to our customers and differentiate us from other mortgage insurance competitors.
Regulatory Environment
Our subsidiaries are subject to comprehensive regulations and other requirements. State insurance regulators impose various capital requirements on our mortgage insurance subsidiaries, including Risk-to-capital, other risk-based capital measures and surplus requirements. In addition, the GSEs, as the largest purchasers of conventional mortgage loans and therefore the primary beneficiaries of most of our mortgage insurance, impose eligibility requirements that private mortgage insurers must satisfy to be approved to insure loans purchased by the GSEs. In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs, which became effective December 31, 2015. The PMIERs aim to ensure that approved insurers will possess the financial and operational capacity to serve as strong counterparties to the GSEs throughout various market conditions. The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer. The PMIERs financial requirements require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the PMIERs financial requirements. See “Regulation.”


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Part I Item 1. Business
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Changes in the charters or business practices of the GSEs, including the GSEs’ interpretation and application of the PMIERs, can have a significant impact on our business. The GSEs recently issued a summary of proposed changes to the PMIERs. Based on this initial summary, which remains subject to comment by the private mortgage insurance industry, we expect Radian Guaranty to be able to fully comply with the proposed PMIERs and to maintain an excess of Available Assets over Minimum Required Assets under the PMIERs as of the expected effective date in late 2018. See “Regulation.”
Mortgage Insurance
Mortgage Insurance Business Overview
Overview
Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions, to mortgage lending institutions and investors nationwide. Private mortgage insurance plays an important role in the U.S. housing finance system because it promotes affordable home ownership and helps protect mortgage lenders, investors or other beneficiaries by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyers who make down payments of less than 20% of the home’s purchase price or, in the case of refinancings, have less than 20% equity in their homes. Private mortgage insurance also facilitates the sale of these loans in the secondary mortgage market, most of which are sold to the GSEs.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results— Mortgage Insurance .”
Mortgage Insurance Products
Primary Mortgage Insurance. Primary mortgage insurance provides protection against mortgage defaults at a specified coverage percentage. When there is a valid claim under primary mortgage insurance, the maximum liability is determined by multiplying the claim amount, which consists of the unpaid loan principal, plus past due interest and certain expenses associated with the default, by the coverage percentage. Claims may be settled for the maximum liability or for other amounts. See “—Claims Management” below.
We generally provide primary mortgage insurance on an individual loan basis as each mortgage is originated. We also provide primary mortgage insurance on each individual loan in an aggregate group of mortgages after they have been originated. We primarily write insurance in a “first loss” position, where we are responsible for the first losses incurred on an insured loan subject to a policy limit. See “—Mortgage Insurance Portfolio— Mortgage Loan Characteristics.
The terms of our primary mortgage insurance coverage are set forth in a master insurance policy that we enter into with each of our customers. Our Master Policies are filed in each of the jurisdictions in which we conduct business. Among other things, our Master Policies set forth the terms and conditions of our mortgage insurance coverage, including: loan eligibility requirements; premium payment requirements; coverage term; provisions for policy administration; exclusions or reductions in coverage; claims payment and settlement procedures; and dispute resolution procedures. Although the mortgage insurance we write protects the lenders from a portion of losses resulting from loan defaults, it does not provide protection against property loss or physical damage. Among other exclusions, our Master Policies contain an exclusion against physical damage, including damage caused by floods or other natural disasters. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Operating Environment and Business Strategy.
We wrote $53.9 billion and $50.5 billion of first-lien primary mortgage insurance in 2017 and 2016 , respectively. Substantially all of our primary mortgage insurance written during 2017 and 2016 was written on a Flow Basis. Our total direct primary mortgage insurance RIF was $51.3 billion at December 31, 2017 , compared to $46.7 billion at December 31, 2016 .
Other Mortgage Insurance Products. We also have other mortgage insurance products that had RIF of $0.5 billion at December 31, 2017, as described below:
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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Part I Item 1. Business
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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.
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 .
Premium Rates
Primary Mortgage Insurance . A premium rate is determined when coverage is requested on a mortgage, which is generally near the time of loan origination. Premiums for our mortgage insurance products are established based on performance models that consider a broad range of borrower, loan and property characteristics as well as market and economic conditions. Our premium rates are generally subject to regulation, and in most states where our insurance subsidiaries are licensed, our premiums must be filed, and in some cases approved, before their use. See “Regulation—State Regulation— State Insurance Regulation .”
We establish our premium levels to be competitive within the mortgage insurance industry and to achieve an overall risk-adjusted rate of return on capital given our modeled performance expectations. Our actual returns may differ from our expectations based on changing market conditions and other factors. Among other factors, we set our premium rates based on assumptions about policy performance, including, without limitation, our expectations and assumptions about: (i) the likelihood of default; (ii) how long the policy will remain in place; (iii) the costs of acquiring and maintaining the insurance; (iv) taxes; and (v) the capital that is required to support the insurance. Our performance assumptions for claim frequency and policy life are developed based on data regarding our own historical experience, as well as data generated from independent, third-party sources.
Premiums on our mortgage insurance products are generally paid either on a monthly installment basis (“Monthly Premiums”) or in a single payment (“Single Premiums”) generally paid at the time of loan origination. There are also alternative products (“Other”) where premiums may be paid on an annual installment basis or on mortgage loans after their origination, or in other cases may include a refundable premium component or be paid as a combination of up-front premium at origination plus a monthly installment. Some programs, subject to certain conditions, provide coverage for the life of the loan while others terminate when certain criteria are met. There are many factors that influence the types of premiums we receive, including: (i) the percentage of mortgage originations derived from refinancing transactions versus new home purchases; (ii) the customers with whom we do business (e.g., mix of Single Premium Policies and policies with Monthly and Other Premiums varies by customer); and (iii) the relative premium levels we and our competitors set for the various forms of premiums offered. Before consideration of our 2016 Single Premium QSR Transactions, 77% of our NIW in 2017 was written with Monthly and Other premiums and 23% was written with Single Premiums, compared to 73% and 27% , respectively, in 2016 .
Mortgage insurance premiums can be funded through a number of methods, and while the coverage remains for the benefit of the insured or third-party beneficiary, the premiums may be paid by the borrower or by the lender. Borrower-paid mortgage insurance premiums are paid either through separate escrowed amounts or financed as a component of the mortgage loan amount. Lender-paid mortgage insurance premiums are paid by the lender and are typically passed through to the borrower in the form of additional origination fees or a higher interest rate on the mortgage note. Our Monthly and Other Premiums are generally established as either: (i) a fixed percentage of the loan’s amortizing balance over the life of the policy or (ii) as a fixed percentage of the initial loan balance for a set period of time (typically 10 years), after which the premium declines to a lower fixed percentage for the remaining life of the policy.


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Part I Item 1. Business
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The impact of market conditions on our returns will vary based on, among other factors, whether the insurance is borrower-paid or lender-paid, and whether the payments are made monthly or in a single premium payment at the time of origination. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Results —Mortgage Insurance—Premiums. ” A change in capital requirements on insured loans can also affect our returns. See “Item 1. Regulation GSE Requirements —PMIERs—Private Mortgage Insurer Eligibility Requirements.
GSE Credit Risk Transfer Transactions . Credit risk transfer premium rates are set by the GSEs through a sealed-bid auction process in which potential insurers/reinsurers provide their desired allocation of the offering(s) at a specified premium rate. Radian evaluates the transaction and determines its bid based on performance models that consider a broad range of borrower, loan and property characteristics as well as market and forecasted future economic conditions. The GSEs set a uniform premium based on an assessment of the bids received and, based on their desired counterparty exposure, assign allocations to insurers/reinsurers.
Underwriting
Mortgage loan applications are underwritten to determine whether they are eligible for our mortgage insurance. We perform this function directly or, alternatively, we delegate to our insured lenders the ability to underwrite the mortgage loans based on compliance with our underwriting guidelines.
Delegated Underwriting . Through our delegated underwriting program we approve insured lenders to underwrite mortgage loan applications based on our mortgage insurance underwriting guidelines. Each lender participating in the delegated underwriting program must be approved by our risk management group. Utilization of our delegated underwriting program enables us to meet lenders’ demands for immediate insurance coverage and increases the efficiency of the underwriting process. We use quality control sampling and performance monitoring to manage the risks associated with delegated underwriting. Under the terms of the program, we have certain rights to rescind coverage if there has been a deviation from our underwriting guidelines. For a discussion of these limited rescission rights, see “—Claims Management— Rescissions. ” As of December 31, 2017 , 66% of our total first-lien IIF had been originated on a delegated basis, compared to 68% as of December 31, 2016 .
Non-Delegated Underwriting . In addition to our delegated underwriting program, insured lenders may also submit mortgage loan applications to us and we will perform the mortgage insurance underwriting. In general, we are less likely to exercise our Rescission rights with respect to underwriting errors related to loans that we underwrite for mortgage insurance. As a result, following a period of high Rescissions after the financial crisis, many lenders have chosen to have us perform the mortgage insurance underwriting on a non-delegated basis. Given the professional resources we need to maintain to underwrite mortgage loans, an increase in non-delegated underwriting demand generally increases our operating costs to support this program.
Contract Underwriting. We also provide third party contract underwriting services to our mortgage insurance customers through our Services segment. See “Services—Services Business Overview— Services Offered Loan Review, Underwriting and Due Diligence. ” During 2017 , mortgage loans underwritten through contract underwriting accounted for 5.4% of insurance certificates issued on a Flow Basis, as compared to 7.1% in 2016.
Mortgage Insurance Portfolio
Direct Risk in Force
Exposure in our mortgage insurance business is measured by RIF, which for primary insurance is equal to the underlying loan unpaid principal balance multiplied by the insurance coverage percentage.
Our total direct primary mortgage insurance RIF was $51.3 billion at December 31, 2017 . See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance—NIW, IIF, RIF” for additional information about the composition of our primary RIF. See “—Mortgage Insurance Business Overview— Mortgage Insurance Products ” for additional information regarding other mortgage insurance RIF.
We analyze our mortgage insurance portfolio in a number of ways to identify any concentrations or imbalances in risk dispersion. We believe that, among other factors, the credit performance of our mortgage insurance portfolio is affected significantly by:
general economic conditions (in particular, interest rates, home prices and unemployment);
the age of the loans insured;
the geographic dispersion of the properties securing the insured loans and the condition of local housing markets;


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Part I Item 1. Business
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the quality of underwriting at loan origination; and
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).
Direct Primary RIF by Year of Policy Origination
The following table shows our direct primary mortgage insurance RIF by year of origination and selected information related to that risk as of December 31, 2017 :
 
December 31, 2017
($ in millions)
RIF
 
Number of Defaults
 
Delinquency Rate
 
Percentage of Reserve for Losses
 
Average FICO (1)  at Origination (2)
 
Original Average LTV (2)
2008 and prior
$
7,159

 
18,505

 
10.0
%
 
80.8
%
 
700

 
89.9
%
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

2012
2,830

 
579

 
1.1

 
1.8

 
763

 
91.7

2013
4,557

 
1,231

 
1.5

 
3.2

 
757

 
91.9

2014
4,356

 
1,654

 
2.0

 
3.9

 
747

 
92.1

2015
7,096

 
1,974

 
1.6

 
4.2

 
749

 
91.9

2016
10,992

 
2,195

 
1.2

 
3.2

 
749

 
91.6

2017
13,054

 
1,251

 
0.6

 
1.0

 
748

 
92.2

Total
$
51,288

 
27,922

(3)


 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
______________________
(1)
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.
(2)
Average FICO at origination and original average LTV are weighted averages based on the unpaid principal balances of the underlying mortgage loans.
(3)
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.
The amount of time that our insurance certificates remain in force, which is affected by loan repayments and terminations of our insurance, can have a significant impact on our revenues and our results of operations. Our Persistency Rate is one key measure for assessing the impact that insurance terminations resulting in certificate cancellations have on our IIF. Because our insurance premiums are earned over time, higher Persistency Rates on Monthly Premium Policies increase the premiums we receive and generally result in increased profitability and returns. Conversely, assuming all other factors remain constant, higher Persistency Rates on Single Premium business lower the overall returns from our insured portfolio, as the premium revenue for our Single Premium Policies is the same regardless of the actual life of the insurance policy and we are required to maintain regulatory capital and Available Assets supporting the insurance for the life of the policy. The Persistency Rate of our primary mortgage insurance was 81.1% at December 31, 2017 , compared to 76.7% at December 31, 2016 . Historically, there is a close correlation between interest rates and Persistency Rates, primarily as a result of increased refinancings (which often result in the cancellation of our insurance) in lower interest rate environments. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for the details regarding the Persistency Rates.


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Geographic Dispersion
The following table shows, as of December 31, 2017 and 2016 , the percentage of our direct primary mortgage insurance RIF and the associated percentage of our mortgage insurance reserve for losses (by location of property) for the top 10 states in the U.S. (as measured by our direct primary mortgage insurance RIF as of December 31, 2017 ):
 
December 31,
 
2017
 
2016
Top Ten States
RIF
 
Reserve for Losses
 
RIF
 
Reserve for Losses
California
12.4
%
 
6.7
%
 
12.4
%
 
6.4
%
Texas
8.3

 
5.5

 
7.8

 
4.4

Florida
6.8

 
12.2

 
6.6

 
11.8

Illinois
5.4

 
4.7

 
5.6

 
4.8

Georgia
4.0

 
3.3

 
4.1

 
3.5

Virginia
3.5

 
1.7

 
3.4

 
1.7

New Jersey
3.3

 
10.8

 
3.6

 
11.9

Arizona
3.1

 
1.4

 
3.1

 
1.3

Pennsylvania
3.1

 
3.5

 
3.2

 
3.7

Colorado
3.0

 
0.9

 
2.9

 
0.8

Total
52.9
%
 
50.7
%
 
52.7
%
 
50.3
%
 
 
 
 
 
 
 
 
The following table shows, as of December 31, 2017 and 2016 , the percentage of our direct primary mortgage insurance RIF and the associated percentage of our mortgage insurance reserve for losses (by location of property) for the top 15 Core Based Statistical Areas, referred to as “CBSAs,” in the U.S. (as measured by our direct primary mortgage insurance RIF as of December 31, 2017 ):
 
December 31,
 
2017
 
2016
Top Fifteen CBSAs (1)
RIF
 
Reserve for Losses
 
RIF
 
Reserve for Losses
Chicago, IL-IN-WI
5.2
%
 
4.5
%
 
5.3
%
 
4.6
%
New York, NY-NJ-PA
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
%
 
 
 
 
 
 
 
 
______________________
(1) CBSAs are metropolitan areas and include a portion of adjoining states as noted above.


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Mortgage Loan Characteristics
In addition to geographic dispersion, other factors also contribute significantly to our overall risk diversification and the credit quality of our RIF, including product distribution, underwriting and our risk management practices. We consider a number of borrower and loan characteristics in evaluating the credit quality of our portfolio and developing our pricing and risk management strategies.
LTV . An important indicator of claim incidence in our mortgage insurance business is the relative amount of a borrower’s equity that exists in a home. Generally, absent other mitigating factors such as high FICO scores and other credit factors, loans with higher LTVs at inception (i.e., smaller down payments) are more likely to result in a claim than lower LTV loans. The average LTV of our primary NIW in 2017 was 92.2% , compared to 91.4% and 91.5% in 2016 and 2015 , respectively. See the “Percentage of primary NIW” table in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for a breakdown of the composition of our NIW by LTV.
Loan Grade/FICO Score . The risk of claim on non-prime loans is significantly higher than that on prime loans. We use our proprietary models to classify a loan as either prime or non-prime on the basis of a borrower’s FICO score, the level of loan file documentation and other factors. In general we consider a loan to be a prime loan if the borrower’s FICO score is 620 or higher and the loan file meets “fully documented” standards of our credit guidelines and/or the GSE guidelines for fully documented loans. Substantially all of our Post-legacy NIW has been on prime loans. See the “Primary RIF Distribution by Internal Risk Grade” chart in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for a breakdown of the composition of our RIF by internal risk grade.
Loans that we categorize as Alt-A and A minus and below are considered non-prime loans due to lower FICO scores, reduced loan file documentation, and/or the presence of other risk characteristics. See the “Primary RIF Distribution by Internal Risk Grade” chart in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for a breakdown of the composition of our RIF by risk grade.
Loan Purpose. Loan purpose may also impact our risk of loss. For example, cash-out refinance loans, where a borrower receives cash in connection with refinancing a loan, have been more likely to result in a claim than new purchase loans or loans that are refinanced only to adjust rate and term. See the “Primary RIF Distribution by Loan Purpose” chart in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for the percentage of our RIF comprising refinances.
Loan Size . Relatively higher-priced properties with larger mortgage loan amounts generally have experienced wider fluctuations in value than more moderately priced residences and have been more likely to result in a claim. The average loan size of our direct primary mortgage IIF as of December 31, 2017 , 2016 and 2015 was $210.0 thousand, $203.2 thousand and $199.3 thousand, respectively.
We consider other factors, including property type and occupancy type, in assessing our risk of loss. In general, it has been our experience that our risk of claim is lower on loans secured by single family detached housing than loans on other types of properties, and is higher on non-owner occupied homes purchased for investment purposes than on either primary or second homes.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for additional information about the credit quality and characteristics of our direct primary mortgage insurance.
Defaults and Claims
Defaults. In our Mortgage Insurance segment, the default and claim cycle begins with the receipt of a default notice from the loan servicer. We consider a loan to be in default for financial statement and internal tracking purposes upon receipt of notification by servicers that a borrower has missed two monthly payments. Defaults also can occur due to a variety of specific events affecting borrowers, including death or illness, divorce or other family problems, unemployment, factors impacting regional economic conditions (e.g., hurricanes, floods or other natural disasters), or other events.
The default rate in our mortgage insurance business can be subject to seasonality. Historically, our mortgage insurance business experiences a fourth quarter seasonal increase in the number of defaults and a first quarter seasonal decline in the number of defaults and increase in the number of Cures. While this historically has been the case, macroeconomic factors in any given period may influence the default rate in our mortgage insurance business more than seasonality.


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The loans from our 2009 and later origination years possess significantly improved credit characteristics compared to our Legacy Portfolio. For example, average FICO scores for the borrowers of these insured mortgages are higher compared to mortgages in our Legacy Portfolio. In addition, 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. Our portfolio of business written since the beginning of 2009 has been steadily increasing in proportion to our total primary RIF. The sum of our 2009 through 2017 portfolios and our HARP refinancings accounted for approximately 92% of our total primary RIF at December 31, 2017 , compared to 88% at December 31, 2016 . See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance” for additional information about refinancings under the HARP programs.
The following table shows the states that have generated the highest number of primary insurance defaults (measured as of December 31, 2017 ) in our insured portfolio and the corresponding percentage of total defaults as of the dates indicated:
 
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.
Claims. Defaulted loans that fail to become current, or “cure,” may result in a claim under our mortgage insurance policies. Mortgage insurance claim volume is influenced by the circumstances surrounding the default. The rate at which defaults cure, or do not go to claim, depends in large part on a borrower’s financial resources and circumstances (including whether the borrower is eligible for a loan modification), local housing prices and housing supply (i.e., whether borrowers are able to cure defaults by selling the property in full satisfaction of all amounts due under the mortgage), interest rates and regional economic conditions. In our first-lien primary insurance business, the insured must acquire title to the property (typically through a foreclosure proceeding) before submitting a claim. The time for a lender to acquire title to a property through foreclosure varies depending on the state, and in particular whether a state requires a lender to proceed through the judicial system in order to complete the foreclosure. Following the financial crisis of 2007-2008, the time between a default and a request for claim payment increased, largely as a result of foreclosure delays due to, among other factors, increased scrutiny within the mortgage servicing industry and foreclosure process. While delays in foreclosures have continued to extend the timing of claim submissions, as compared to historical experience, these delays have been modestly improving as the economy recovers from the financial crisis. For our Pool Insurance, our policies typically require the insured to not only acquire title but also to actively market and ultimately liquidate the real estate asset before filing a claim, which generally lengthens the time between a default and a claim submission.
Claim activity is not spread evenly throughout the coverage period of a book of business. Historically, for prime business relatively few claims are received during the first two years following issuance of a policy.
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 ” for various claims paid tables, including Direct Claims Paid by Origination Year.


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The following table shows the states with the highest direct claims paid (measured as of December 31, 2017 ) for the periods indicated:
 
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

In addition to claim volume, Claim Severity is another significant factor affecting losses. We calculate the Claim Severity by dividing the claim paid amount by the original coverage amount. Factors that impact the severity of a claim include, but are not limited to, the size of the loan, the amount of mortgage insurance coverage placed on the loan, the amount of time between default and claim during which we are expected to cover certain interest (capped at two years under our Prior Master Policy and capped at three years under our 2014 Master Policy) and expenses, and the impact of our Loss Mitigation and other loss management activities with respect to the loan. Pre-foreclosure sales, acquisitions and other early workout efforts help to reduce overall Claim Severity, as do actions we may take to reduce a claim payment due to servicer negligence, as discussed below in “Claims Management.” Claim Severity remained elevated in 2017 due primarily to the continuing increased length of time between default and claim. 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 .”
Claims Management
Our claims management process is focused on promptly analyzing and processing claims to ensure that valid claims are paid in a timely and accurate manner. In addition, our mortgage insurance claims management department pursues opportunities to mitigate losses both before and after claims are received.
Claims. In our traditional mortgage insurance business, upon receipt of a valid claim, we generally have the following three settlement options:
(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.
Approved sales in which the underlying property has been sold for less than the outstanding loan amount are commonly referred to as “short sales.” Although short sales may have the effect of reducing our ultimate claim obligation, in many cases, a short sale will result in the payment of a claim in an amount that is equal to the maximum liability amount. Under our Master Policies, we retain the right to consent prior to the consummation of any short sales. We have entered into agreements with each of the GSEs, pursuant to which we delegated to the GSEs our prior consent rights with respect to short sales on loans owned by the GSEs, as long as the short sales meet the GSE guidelines and processes for short sales and subject to certain other factors set forth in these agreements. We also provide for limited delegation authority to certain loan servicers for short sales under specific circumstances. For loans that are not owned by the GSEs and for which we have not granted specific delegation authority to the loan servicer, we perform an individual analysis of each proposed short sale and provide our consent to these sales when appropriate. Historically, we have consented to a short sale only after reviewing various factors, including among other items, the sale price relative to market and the ability of the borrower to contribute to any shortfall in the sale proceeds as compared to the outstanding loan amount.


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After a claim is received, our loss management specialists may focus on:
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.
Claim Denials . We have the legal right under our Master Policies to deny a claim if the loan servicer does not produce documents necessary to perfect a claim, including evidence that the insured has acquired title to the property, within the time period specified in our Master Policies. Most often, a Claim Denial is the result of a servicer’s inability to provide the loan origination file or other servicing documents for review. If, after requests by us, the loan origination file or other servicing documents are not provided to us, we generally deny the claim. If we deny a claim, we continue to allow the insured the ability to perfect the claim for a period of time specified in our Master Policies. If the insured successfully perfects the claim within our specified timelines, we will process the claim, including a review of the loan to ensure appropriate underwriting and loan servicing.
Rescissions . Under the terms of our Master Policies we have the legal right, under certain conditions, to unilaterally rescind coverage on our mortgage insurance policies. If we rescind coverage based on a determination that a loan did not qualify for insurance, we provide the insured with a period of time to challenge, or rebut, our decision.
Typical events that may give rise to our right to rescind coverage include: (i) we insure a loan under one of our Master Policies in reliance upon an application for insurance that contains a material misstatement, misrepresentation or omission, whether intentional or otherwise, or that was issued as a result of an act of fraud or (ii) we find that there was negligence in the origination of a loan that we insured. We also have rights of Rescission arising from a breach of the insured’s representations and warranties contained in an endorsement to our Master Policies that is required with our delegated underwriting program.
If a rebuttal to our Rescission is received and the insured provides additional information supporting the continuation (i.e., non-rescission) of coverage, we have the claim re-examined internally by a separate, independent investigator. If the additional information supports the continuation of coverage, the insurance is reinstated and the claim is paid. After completion of this process, if we determine that the loan did not qualify for coverage, the insurance certificate is rescinded (and the total premiums paid are refunded) and we consider the Rescission to be final and resolved. Although we may make a final determination internally with respect to a Rescission, it is possible that a legal challenge to our decision to rescind coverage may be brought after we have rescinded coverage during a period of time that is specified under the terms of our Master Policies.
In 2012, we began offering a limited rescission waiver program under our Prior Master Policy for our delegated underwriting customers, in which we agree not to rescind coverage due to non-compliance with our underwriting guidelines so long as the borrower makes 36 consecutive payments (commencing with the initial required payment) from his or her own funds. This program does not restrict our rights to rescind coverage in the event of fraud or misrepresentation in the origination of the loans we insure.
Following the financial crisis, the FHFA and the GSEs identified specific requirements to be included by all private mortgage insurers in their master policies for new mortgage insurance applications received on or after October 1, 2014. Among others, these included specific requirements related to loss mitigation and claims processing activities that limited the potential for Loss Mitigation Activity throughout the private mortgage insurance industry. Radian Guaranty incorporated these principles into its 2014 Master Policy. Radian Guaranty also offers 12-month and 36-month rescission relief programs in accordance with the specified terms and conditions set forth in the 2014 Master Policy. Loans that were already insured prior to the October 1, 2014 effective date of the 2014 Master Policy continue to be subject to the terms and conditions of Radian Guaranty’s Prior Master Policy.


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The FHFA and the GSEs have proposed revised GSE Rescission Relief Principles to, among other things, further limit the circumstances under which mortgage insurers may rescind coverage. The GSEs have requested that these principles be incorporated into new master policies which they expect to be effective for new business written in 2019. We currently are in discussions with the GSEs regarding these proposed principles, which if adopted, are likely to further reduce our ability to rescind insurance coverage in the future, potentially resulting in higher losses than would be the case under our existing master insurance policies.
Claim Curtailments . We also have rights under our Master Policies to curtail, and in some circumstances, deny claims due to servicer negligence. Examples of servicer negligence may include, without limitation:
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.
Although we could seek post-claim recoveries from the beneficiaries of our policies if we later determine that a claim was not valid, because our loss mitigation process is designed to ensure compliance with our policies prior to payment of a claim, historically we have not sought recoveries from the beneficiaries of our mortgage insurance policies once a claim payment has been made.
Mortgage Insurance Risk Management
Our mortgage insurance business employs a comprehensive risk management function, which is responsible for establishing our credit and counterparty risk policies, monitoring compliance with our policies, managing our insured portfolio and communicating credit related issues to management, the Credit Management Committee of Radian Group’s board of directors, and to our customers.
Risk Origination and Servicing. We believe that understanding our business partners and customers is a key component of managing risk. Accordingly, we assign individual risk managers to specific customers so that they can more effectively perform ongoing monitoring of loan performance, underwriting quality and the risk profile and mix of business of a customer’s mortgage insurance applications. This also allows us to address specific needs of individual customers. The risk managers are located across the country, and their direct interaction with our customers and their access to local markets improves our ability to observe business patterns and manage risk trends. This oversight provides us with the ability to review and study best practices throughout the industry and develop robust data management analysis. The risk managers leverage a suite of customer-level reports to monitor trends at the customer level, identify customers who may exceed certain risk tolerances, and share meaningful data with our customers. The risk managers are also responsible for lender corrective action in the event we discover credit performance issues, such as high early payment default levels.
Portfolio Management. We have developed risk and capital allocation models that support our mortgage insurance business. These models provide robust analysis to establish portfolio limits for product type, loan attributes, geographic concentrations and counterparties. We proactively monitor market concentrations across these and other attributes. We also identify, evaluate and negotiate potential transactions for terminating insurance risk and for distributing risk to others, including through reinsurance arrangements. See “Reinsurance— Reinsurance Ceded for more information about the use of reinsurance as a risk management tool in our mortgage insurance business.
As part of our portfolio management function, we monitor and analyze the performance of various risks in our mortgage insurance portfolio. We use this information to develop our mortgage credit risk and counterparty risk policies, and as a component of our default and prepayment analytics.
The portfolio management group analyzes the current composition of our mortgage insurance portfolio and assesses risks to the portfolio from the market (e.g., the effects of changes in home prices and interest rates) and risks from particular lenders, products and geographic locales.


24

Part I Item 1. Business
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Credit Policy. We have developed and maintain mortgage-related credit risk policies. These policies reflect our tolerance levels regarding counterparty, portfolio and operational risks involving mortgage collateral. Our credit policy function develops and updates our mortgage insurance eligibility and guidelines through regular monitoring of competitor offerings, customer input regarding lending needs, analysis of historical performance and portfolio trends, quality assurance results, underwriter experience and observations and risk tolerances. The credit policy function also maintains the policies for loan and lender-level exceptions to published guidelines and under-performing lenders, which are administered by mortgage insurance underwriters and risk managers. The credit policy function works closely with our mortgage insurance underwriters to ensure that underwriting decisions align with risk tolerances and principles.
Quality Assurance. Quality assurance is a key element of our credit analytics function, and as part of our quality control program, we audit individual loan files to examine underwriting decisions for compliance with agreed-upon underwriting guidelines. These audits are conducted across loans submitted through our delegated and non-delegated underwriting channels. Our quality assurance team audits both our customers and our underwriters to ensure quality in our NIW. Observations and trends derived from our quality assurance process serve as critical inputs into portfolio monitoring, eligibility and guideline updates, and customer surveillance and also provide valuable feedback to our customers and our underwriters regarding the quality of their mortgage insurance underwriting decisions.
Loss Mitigation. We have a dedicated loss mitigation group that works with servicers to identify and pursue loss mitigation opportunities for loans in both our performing and non-performing (defaulted) portfolios. This includes regular surveillance and benchmarking of servicer performance with respect to default reporting, borrower retention efforts, foreclosure alternatives and foreclosure processing. Through this process, we seek to hold servicers accountable for their performance and communicate to servicers identified best practices for servicer performance.
Risk Modeling. We have expertise in the development and deployment of integrated credit and interest rate risk models. Using analytical techniques, we have developed loan level default and prepayment models for a wide range of risk management applications, including portfolio analysis, credit decision making, forecasting, and reserving.
Reinsurance
Ceded . We use reinsurance as a capital and risk management tool in our mortgage insurance business. We have entered into third-party reinsurance transactions as part of our capital and risk management activities, including QSR transactions that are utilized to proactively manage Radian Guaranty’s position under the PMIERs financial requirements, and manage the mix of business in our portfolio. For additional information regarding our third-party QSR transactions, see Note 8 of Notes to Consolidated Financial Statements.
Affiliate Reinsurance. The state of Ohio limits the amount of risk a mortgage insurer may retain on a single loan to 25% of the total loan amount. Radian Guaranty currently uses reinsurance from an affiliated reinsurer to comply with these insurance regulations. See “Regulation—State Regulation— Reinsurance .”
Captive Reinsurance . In the past, we and other companies in the mortgage insurance industry participated in reinsurance arrangements with mortgage lenders commonly referred to as “captive reinsurance arrangements.” Captive reinsurance typically was conducted on an “excess-of-loss” basis, with the captive reinsurer paying losses only after a certain level of losses had been incurred. In addition, on a limited basis, we participated in “quota share” captive reinsurance arrangements under which the captive reinsurance company assumed a pro rata share of all losses in return for a pro rata share of the premiums collected. As a result of the housing and related credit market downturn that began in 2007, most captive reinsurance arrangements “attached,” meaning that losses exceeded the threshold so that our captive reinsurers are required to make payments to us. Ceded losses recoverable related to captives at December 31, 2017 were $0.3 million . All of our remaining captive reinsurance arrangements are operating on a run-off basis. We have not entered into any new captive reinsurance arrangements since 2007, and we have agreements with the CFPB and the Minnesota Department of Commerce that we will not enter into any new captive reinsurance arrangements until April 2023 and June 2025, respectively. See Notes 8 and 13 of Notes to Consolidated Financial Statements.


25

Part I Item 1. Business
______________________________________________________________________________________________________

Customers
The principal customers of our mortgage insurance business are mortgage originators such as mortgage bankers, commercial banks, savings institutions, credit unions and community banks. Sources of primary NIW by type of mortgage originator for the year ended December 31, 2017 are shown in the chart below.
IMAGE02PRIMARYNIWBYTYPE1217.JPG
Our largest single mortgage insurance customer (including branches and affiliates) measured by primary NIW, accounted for 6.8% of NIW during 2017 , compared to 5.7% and 4.6% in 2016 and 2015 , respectively. No customer had earned premiums which accounted for more than 10% of our consolidated revenues in 2017 , 2016 or 2015 .
Beginning in 2009, we launched an initiative to significantly diversify our customer base. As a result of this initiative, the percentage of NIW generated by our top 10 customers has decreased from 62.3% in 2009 to 32.4% in 2017. Since 2010, we have added approximately 1,000 net new customers and significantly increased the amount of business derived from mid-sized mortgage banks. We believe these efforts have helped to reduce the potential impact to our business from the loss of any one customer.
Competition
We operate in the highly competitive U.S. mortgage insurance industry. Our competitors include other private mortgage insurers and federal and state governmental agencies, principally the FHA and VA.
In addition to Radian Guaranty, the private mortgage insurers that are currently approved and eligible to write business for the GSEs are:
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).


26

Part I Item 1. Business
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We compete directly with other private mortgage insurers primarily on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength (including comparative credit ratings) and reputation. Overall service includes services that are offered through our Services business and complement our mortgage insurance products. Overall service competition is based on, among other things, effective and timely delivery of products, timeliness of claims payments, customer service, timely and accurate servicing of policies, training, loss mitigation efforts and management and field service expertise.
Pricing has always been and continues to be competitive in the mortgage insurance industry, as industry participants compete for market share and customer relationships. As a result of this competitive environment, recent pricing trends have included: (i) the continued use of a spectrum of filed rates to allow for pricing based on more granular loan and borrower attributes (commonly referred to as “black-box” pricing); (ii) the use of customized (often discounted) rates on lender-paid, Single Premium Policies and to a limited extent, on borrower-paid Monthly Premium Policies, including in response to requests for pricing bids by certain lenders; and (iii) reductions by certain of our competitors of their standard rates for lender-paid Single Premium Policies. In the first half of 2016, there were wide-spread pricing changes made by private mortgage insurers. Since then, pricing throughout the industry has been relatively stable with respect to borrower-paid Monthly Premium Policies, although we believe that certain of our competitors recently have increased the frequency with which they are offering discounted, borrower-paid Monthly Premium Policies to lenders on a selective basis (i.e., not applying the discount to all similarly situated lenders). We remain disciplined in evaluating this trend and will make strategic pricing decisions going forward based on, among other factors, our perspective regarding the most appropriate path for achieving our overall objectives regarding growing the long term economic value of our mortgage insurance portfolio. In addition, we note that in 2016, the California Department of Insurance issued guidance to the mortgage insurance industry stating that any approved discounting of a mortgage insurer’s rates must be provided to all similarly situated customers of the mortgage insurer. This guidance follows a 2015 industry-wide inquiry by the Office of the Commissioner of Insurance of Wisconsin regarding rebating practices. Although the ongoing impact of this regulatory oversight is uncertain, it is possible that this attention to pricing practices will discourage mortgage insurers from engaging in the current practice of selective discounting of rates (i.e., not applying the discount to all similarly situated lenders). See “Item 1A. Risk Factors— Our insurance subsidiaries are subject to comprehensive state insurance regulations and other requirements, which we may fail to satisfy.
We monitor various competitive and economic factors while seeking to balance both profitability and market share considerations in developing our pricing and origination strategies. We have taken a disciplined approach to establishing our premium rates and writing a mix of business that we expect to produce our targeted level of returns on a blended basis and an acceptable level of NIW. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF .” As demonstrated by our strong NIW generated in 2017, we believe we remain well positioned to compete for the high-quality business being originated today, including the generally more profitable, borrower-paid business, while at the same time maintaining projected returns on NIW within our targeted ranges. Throughout 2017, our share of NIW within the private mortgage insurance market increased slightly and, based on publicly available information, we estimate that our share of NIW within the private mortgage insurance market (excluding HARP refinancings) was approximately 20% for 2017.
Certain of our private mortgage insurance competitors are subsidiaries of larger corporations, may have access to greater amounts of capital and financial resources than we do at a lower cost of capital (including, as a result of tax-advantaged, off-shore reinsurance vehicles) and have better financial strength ratings than we have. As a result, they may be better positioned to compete outside of traditional mortgage insurance, including if the GSEs expand their use of, or pursue alternative forms of, credit enhancement. In addition, because of tax advantages associated with being off-shore, certain of our competitors have been able to achieve higher after-tax rates of return on the NIW they write compared to on-shore mortgage insurers such as Radian Guaranty, which could allow these off-shore competitors to leverage reduced pricing to gain market share, while continuing to achieve acceptable returns on NIW. The impact of the recently enacted TCJA may, in some cases, reduce the tax advantage of being off-shore, depending on the specific tax facts and circumstances for each competitor.


27

Part I Item 1. Business
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We also compete with governmental agencies, principally the FHA and the VA. We compete with the FHA and VA on the basis of loan limits, pricing, credit guidelines, terms of our insurance policies and loss mitigation practices. Beginning in 2008, the FHA, which historically had not been a significant competitor, substantially increased its share of the mortgage insurance market which peaked at approximately 74% in 2009. Since then, the private mortgage insurance industry generally had been recapturing market share from the FHA, primarily due to: (i) improvements in the financial strength of private mortgage insurers; (ii) the development of new products and marketing efforts directed at competing with the FHA; (iii) increases in the FHA’s pricing; (iv) the U.S. government’s pursuit of legal remedies against FHA-approved lenders related to loans insured by the FHA; and (v) various policy changes at the FHA, including the general elimination of the premium cancellation provision. In January 2015, the FHA reduced its annual mortgage insurance premium by 50 basis points. This reduction, combined with our premium changes in April 2016 to increase our pricing for borrowers with lower FICO scores, has negatively impacted our ability to compete with the FHA on certain high-LTV loans to borrowers with FICO scores below 720. We believe, however, that our pricing changes made during the first half of 2016 enable us to more effectively compete with the FHA on certain high-LTV loans to borrowers with FICO scores above 720. In addition, we believe 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. The FHA’s share of the total insured mortgage market (includes FHA, VA and private mortgage insurers) was 35% in both 2016 and 2017 . See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results— Mortgage Insurance NIW. ” If the FHA reduces its pricing in the future, it could have a negative effect on our ability to compete with the FHA.
In addition, we have faced increasing competition from the VA. Based on publicly available information, the VA’s share of the total insured mortgage market was 26% in 2017 . We believe that the VA’s market share has generally been increasing because the VA offers 100% LTV loans and charges a one-time funding fee that can be included in the loan amount with no additional monthly expense, and because of an increase in the number of borrowers that are eligible for the VA’s program.
See “Item 1A. Risk Factors— Our mortgage insurance business faces intense competition.
Services
Acquisition of Clayton
On June 30, 2014, we acquired Clayton, a leading provider of services and solutions to the mortgage and real estate industries. During the first quarter of 2015, we acquired Red Bell, a real estate brokerage, valuation and technology company, and in October 2015, we acquired ValuAmerica, a title insurance agency and appraisal management company. These acquisitions expanded our Services business in furtherance of our strategy to provide products and services across the residential mortgage and real estate value chain.
Services Business Overview
Overview
Our Services segment is a fee-for-service business that offers a broad array of services to market participants across the mortgage and real estate value chain. These services comprise mortgage services and real estate services that provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. Our mortgage services include transaction management services such as loan review, RMBS securitization and distressed asset reviews, servicer and loan surveillance and underwriting. Our real estate services include REO asset management, review and valuation services related to single family rental properties, real estate valuation services, real estate brokerage services and title and settlement services that include title search, settlement and closing services.


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A key element of our overall business strategy is to use our Services segment to diversify our business and revenue streams by increasing our participation in multiple facets of the residential real estate and mortgage finance markets. In 2017, we undertook a strategic review of our Services business and made several decisions with respect to the business strategy that are designed to reposition this business to drive future growth and profitability. Following this strategic review, we committed to a restructuring plan and are focusing our efforts on offering those services that are expected to produce more predictable and recurring fee-based revenues over time. See “Item 7. Management’s Discussion and Analysis Financial Condition and Results of Operations— Operating Environment and Business Strategy Business Strategy .” In connection with the restructuring of this business, we have refined our Services business strategy to focus on offering our core mortgage and real estate services. These services are further discussed below. We believe that the combination of our mortgage insurance with our unique set of diversified mortgage and real estate services will provide us with an opportunity to become increasingly relevant to our customers and provide us with competitive differentiation compared to other mortgage insurance competitors.
Our Services business previously offered mortgage and real estate services for the United Kingdom and European mortgage markets through its EuroRisk operations. The international revenues derived from this business were immaterial to the Services segment and we exited this line of business in connection with our restructuring plan.
Services Offered
Mortgage Services. Our mortgage services include loan-level due diligence for various asset classes and securitizations, with a primary focus on the residential mortgage and non-GSE RMBS markets, underwriting and compliance reviews and servicer and loan surveillance services. We utilize skilled professionals and proprietary technology to conduct these services, with product offerings focused on loan reviews, distressed asset reviews, credit underwriting, regulatory compliance and collateral valuation. These services help our clients understand the risk contained in a loan file, and provide them with information to help them price, acquire, securitize or service the assets we review. We also leverage our underwriting expertise to offer mortgage fraud review and re-verification, including identifying breaches in representations and warranties made by sellers of the loans.
As part of our underwriting services, we offer contract underwriting services and compliance reviews to verify that loan file documentation conforms to specified guidelines and regulatory requirements. In our contract underwriting business we underwrite our customers’ mortgage loan application files for secondary market compliance (e.g., for sale to the GSEs), and may concurrently assess the file for mortgage insurance eligibility. We offer these services to both our third-party Mortgage Insurance and Services customers. Generally, we offer limited indemnification to our contract underwriting customers. The legal entity and its employees that provide our contract underwriting services are compliant with the Secure and Fair Enforcement for Mortgage Licensing Act (“SAFE Act”) in all 50 states and the District of Columbia. We train our underwriters, require continuing education and routinely audit their performance to monitor the accuracy and consistency of underwriting practices.
Our surveillance services utilize proprietary technology and skilled professionals to provide ongoing, independent monitoring of mortgage servicer and loan performance. We offer risk management and servicing oversight solutions, including RMBS surveillance, regulatory and operational loan level oversight, asset representation review services in connection with securitizations, and consulting services. RMBS surveillance services monitor the servicers of mortgage loans underlying outstanding RMBS. Regulatory and operational loan level oversight provides regular monitoring of servicing operations to measure and assess compliance with applicable policies and regulations. Our asset representation review services provide targeted loan and receivable oversight for ABS issuers and their investors, including on asset classes other than mortgage loans, in the event of certain default triggers within the ABS.
Real Estate Services. Our real estate services include REO asset management, review and valuation services related to single family rental properties, real estate valuation services, real estate brokerage services and title and settlement services. We offer these services through our Clayton, Green River Capital, Red Bell and ValuAmerica subsidiaries.
Our valuation services consist of residential real estate pricing and valuations, including automated valuation models, broker price opinions and a variety of appraisal products, as well as real estate brokerage services and technology solutions. These valuation services are provided to originators, owners, purchasers and servicers of, and to investors in, performing and non-performing mortgage loans, REO properties and single family rental securitizations.
Our service offerings related to the single family rental market include valuations, property inspections, title reviews, lease reviews and tax lien reviews. We provide these services and due diligence reviews to issuers of single family rental securitizations as well as to lenders and investors in the single family rental market.


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Our REO management services provide management of the entire REO disposition process, including management of the eviction and redemption process, management of property preservation and repairs, property valuation, title reviews and curative work, marketing, offer negotiation and closing services.
We also offer a comprehensive suite of title, closing and settlement services, including proprietary technology that we have developed to help automate workflow and compliance processes. As a title insurance agent, we offer title search, settlement and closing services for residential mortgage loans.
Services Revenue Drivers
For the most significant revenue drivers for our Services business, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results— Services.
Fee-for-Service Contracts
Our Services segment is a fee-for-service business. Our services revenue is generated under three basic types of contracts:
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. 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. These contracts are used in 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. 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.
In most cases, our contracts with our clients do not include minimum volume commitments and can be terminated at any time by our clients. Although some of our contracts and assignments are recurring in nature, and include repetitive monthly assignments, a significant portion of our 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 may fluctuate from period to period as transactions are commenced or completed. In addition, our segment revenues are impacted by the origination volumes of our customers which may fluctuate from period to period.
Customers
We have a broad range of customers for our Services segment due to the breadth of services we are able to offer across the mortgage value chain. Our principal third-party customers are:
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.
Our customers include many of the largest financial institutions and participants in the mortgage sector and, as such, our services revenue is concentrated among our largest customers. For the year ended December 31, 2017 , the top 10 Services customers (which includes our affiliates) generated approximately 49% of the Services segment’s revenues. See “—Services Business Overview— Services Revenue Drivers.”


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Competition
We believe our Services business is uniquely positioned as a single provider of an array of services to participants across the residential mortgage and real estate value chain. We are not aware of any other company that provides a comparable range of services to the residential mortgage and real estate industries. However, our Services business has multiple competitors within each of its individual lines of business. Our competitors mainly include small privately-held companies and subsidiaries of large publicly-traded companies.
Significant competitors include:
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
Across all business lines, we compete on the basis of industry expertise, price, technology, service levels and relationships.
We believe that combining our mortgage insurance franchise with our diversified set of mortgage and real estate products and services provides us with an opportunity to become increasingly relevant to our customers and enhances our ability to compete in the insured market by differentiating us from other mortgage insurance competitors.
Enterprise Sales and Marketing
Our enterprise sales and marketing team is centralized to create a unified focus on selling all of our mortgage insurance and mortgage and real estate products and services across our customer base. Our Enterprise sales and marketing team offers a single point of contact for all Radian products and is supported by dedicated business unit and account management teams organized in various geographic regions across the U.S., as well as a telesales team located in our corporate headquarters in Philadelphia. At the enterprise level, we have a senior sales executive dedicated to each of the following areas: credit unions, banking institutions, investment bankers/private equity and fund managers, mortgage bankers, GSEs and servicers. We expect that our enterprise approach to selling the complementary products and services of our Mortgage Insurance and Services businesses will strengthen our relationships with our customers, attract new customers and enhance our ability to compete.
Our Mortgage Insurance dedicated business unit sales team includes a business development group that is focused on developing new mortgage insurance relationships and an account management group that is responsible for supporting our existing mortgage insurance relationships.
Our Services dedicated business unit sales team includes a title services sales team focused on developing new title services relationships and expanding and supporting existing customer relationships, and a mortgage and real estate services team responsible for selling other services offered by our Services business.
All sales efforts are supported by our telesales team that serves customers using any and all of our products and services, and is responsible for managing and growing customer relationships and promoting increased customer adoption.
All sales personnel are compensated by salary, and other incentive-based pay, which may be tied to the achievement of certain business objectives and sales goals or the promotion of certain products.
Additionally, we currently have exclusive affiliate partnerships with a number of organizations that are focused on supporting minority homeownership, including the National Association of Hispanic Real Estate Professionals (NAHREP), the National Association of Real Estate Brokers (NAREB) and the Asian Real Estate Association of America (AREAA). We believe that these partnerships will help us establish and deepen our relationship with the growing minority segments of the population that are expected to constitute a significant portion of new household formation in the U.S. in the future.
Customer Support
We have developed training programs for our customers to help their employees develop the skills to respond to changing market demands. Our training is provided to customers to promote the role of private mortgage insurance in the marketplace as well as to promote Radian Guaranty’s specific products and offerings. We offer training in three format options: instructor-led classroom sessions, instructor-led webinars and self-directed on-demand learning.


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Discontinued Operations — Financial Guaranty
Business
Radian completed the sale of Radian Asset Assurance to Assured on April 1, 2015. For additional information related to discontinued operations, see Note 18 of Notes to Consolidated Financial Statements.
Investment Policy and Portfolio
Our investment portfolio is our primary source of claims paying resources.
We have developed an investment strategy that uses an asset allocation methodology that considers our business environment and consolidated risks as well as current investment conditions. With respect to our fixed income investments, the following internal investment policy guidelines, among others, are applied at the time of investment:
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).
Our portfolio has been constructed to maximize long-term expected returns while maintaining an acceptable risk level. Our investment objectives are to utilize appropriate risk management oversight to optimize after-tax returns, while preserving capital. We target the level of our short-term investments to manage our expected short-term cash requirements.
Our investment policies and strategies are subject to change, depending on regulatory, economic and market conditions and our then-existing or anticipated financial condition and operating requirements, including our current and future tax positions. The investments held at our insurance subsidiaries are also subject to insurance regulatory requirements applicable to such insurance subsidiaries.
Oversight responsibility of our investment portfolio rests with management, and allocations are set by periodic asset allocation studies, calibrated by risk, return and after-tax considerations. The risks we consider include, among others, duration, market, interest rate and credit risks. As of December 31, 2017 , we internally manage 9% of the investment portfolio (the portion of the portfolio largely consisting of U.S. Treasury obligations and certain exchange-traded funds), with the remainder primarily managed by three external managers. External managers are selected by management based primarily upon the selected allocations, as well as factors such as historical returns and stability of their management teams. Management’s selections are presented to and approved by the Finance and Investment Committee of Radian Group’s board of directors.
At December 31, 2017 , our investment portfolio had a cost basis of $4.6 billion and a carrying value of $4.7 billion , which includes $0.5 billion of investments maturing within one year or less. Our investment portfolio did not include any direct residential real estate or whole mortgage loans at December 31, 2017 . At December 31, 2017 , 96.1% of our investment portfolio was rated investment grade. For additional information about our investment portfolio, see the information that follows, as well as Notes 5 and 6 of Notes to Consolidated Financial Statements.


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Investment Portfolio Diversification
The composition of our investment portfolio, presented as a percentage of overall fair value at December 31, 2017 , was as follows:
IMAGE03INVESTEDASSETS1217A01.JPG
______________________
(1)
Primarily consists of taxable state and municipal investments.
As of December 31, 2017 , we did not have any investment in any person (including affiliates thereof) that exceeded 10% of our total stockholders’ equity.


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Investment Portfolio Scheduled Maturity
The weighted-average duration of the assets in our investment portfolio as of December 31, 2017 was 4.5 years. We seek to manage our investment portfolio to maintain sufficient liquidity within our risk and return tolerances and to satisfy our operating and other financial needs based on our current liabilities and business outlook. The following table shows the scheduled maturities of the securities held in our investment portfolio at December 31, 2017 :
 
 
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.


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Investment Portfolio by Rating
The following chart provides the ratings of our investment portfolio, presented as a percentage of overall fair value, as of December 31, 2017 :
IMAGE04INVESTPORTBYRAT1217.JPG


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Enterprise Risk Management
We have adopted an integrated approach to risk management. As part of our risk management strategy, we have implemented a comprehensive Enterprise Risk Management (“ERM”) program as illustrated in the chart below.
IMAGE05ERMFRAMEWORK1217.JPG
Our ERM process is designed to provide executive management with the ability to evaluate the most significant risks we face and to calibrate our risk mitigation strategies to account for challenges in the current business environment, as well as external factors that may negatively impact our operations. The risks that fall under the program span the entire spectrum of organizational risks and include risks that may not be easily quantifiable or measurable. These include critical risks that fall into our credit, financial, operational, regulatory and compliance, and strategic risk categories. Enterprise level risk reviews are conducted for both our Mortgage Insurance and Services businesses.
Our ERM program takes a holistic approach to managing risks that we face in our businesses. A cross-functional team, guided by subject matter experts and experienced managers, follows a systematic method to identify, evaluate and monitor both known and emerging risks. Our ERM program includes ongoing analysis and ranking of the most significant risks and the alignment of risk management activities with business strategies. Risk assessments and mitigation plans are developed to address these risks. These assessments and plans are subject to review and modification to account for changes in markets and the regulatory environment, as well as other internal or external factors. At least quarterly, and more frequently as necessary, Radian Group’s board of directors receives a report regarding our ERM program and management’s evaluation of known and emerging risks, including changes in the potential impact and likelihood of these risks occurring.
Given the credit-based nature of our mortgage insurance business, in addition to our ERM policies, we employ more than 60 dedicated risk management professionals and have established credit, portfolio and counterparty risk policies. For information about risk management activities in our mortgage insurance business, see “Mortgage Insurance—Mortgage Insurance Risk Management.”


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Regulation
We are subject to comprehensive regulation by both federal and state regulatory authorities. Set forth below is a description of significant state and federal regulations and other requirements of the GSEs that are applicable to our businesses. The descriptions below are qualified in their entirety by reference to the full text of the laws and regulations discussed. See “Item 1A. Risk Factors— Our insurance subsidiaries are subject to comprehensive state insurance regulations and other requirements, which we may fail to satisfy. and “Item 1A. Risk Factors— Legislation and administrative and regulatory changes and interpretations could impact our businesses.
State Regulation
State Insurance Regulation
We and our insurance subsidiaries are subject to comprehensive regulation by the insurance departments in the various states where they are licensed to transact business. Insurance laws vary from state to state, but generally grant broad supervisory powers to agencies or officials to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business. These regulations principally are designed for the protection of policyholders, rather than for the benefit of investors.
Insurance regulations address, among other things, the licensing of companies to transact business, claims handling, reinsurance requirements, premium rates and policy forms offered to customers, financial statements, periodic reporting, permissible investments and adherence to financial standards relating to surplus, dividends and other measures of solvency intended to assure the satisfaction of obligations to policyholders.
Our mortgage insurance subsidiaries’ premium rates and policy forms are generally subject to regulation in every state in which they are licensed to transact business. These regulations are intended to protect policyholders against excessive, inadequate or unfairly discriminatory rates and to encourage competition in the mortgage insurance marketplace. In most states where our mortgage insurance subsidiaries are licensed, premium rates and policy forms must be filed with the state insurance regulatory authority and, in some states, must be approved before their use. Premium rates may be subject to actuarial justification, generally on the basis of the mortgage insurer’s loss experience, expenses and future projections. In addition, states may consider general default experience in the mortgage insurance industry in assessing the premium rates charged by mortgage insurers.
Each mortgage insurance subsidiary is required by the insurance regulatory authority of its state of domicile, and the insurance regulatory authority of each other jurisdiction in which it is licensed to transact business, to make various filings with those insurance regulatory authorities and with the NAIC, including quarterly and annual financial statements prepared in accordance with statutory accounting principles. In addition, our insurance subsidiaries are subject to examination by the insurance regulatory authority of their state of domicile, as well as each of the states in which they are licensed to transact business.
Our Insurance Subsidiaries
All of our mortgage insurance subsidiaries are domiciled in Pennsylvania. Listed below are our principal insurance companies as of December 31, 2017:
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.


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In addition, we have the following insurance subsidiaries, each of which had no RIF as of December 31, 2017: Radian Investor Surety Inc., Radian Mortgage Guaranty Inc., Radian Guaranty Reinsurance and Radian Mortgage Assurance.
Insurance Holding Company Regulation
Radian Group is an insurance holding company and our insurance subsidiaries belong to an insurance holding company system. All states regulate insurance holding company systems, including the non-insurer holding company within that system. These laws generally require each insurance subsidiary within an insurance holding company system to register with the insurance regulatory authority of its domiciliary state, and to furnish to the regulators in these states applicable financial statements, statements related to intercompany transactions and other information concerning the holding company and its affiliated companies within the holding company system that may materially affect the operations, management or financial condition of insurers or the holding company system.
We are subject to the insurance holding company laws of Pennsylvania because all of our mortgage insurance subsidiaries are domiciled in Pennsylvania. These insurance holding company laws regulate, among other things, certain transactions between Radian Group, our insurance subsidiaries and other parties affiliated with us. The holding company laws of Pennsylvania also govern certain transactions involving Radian Group’s common stock, including transactions that constitute a “change of control” of Radian Group and, consequently, a “change of control” of its insurance subsidiaries. Specifically, no person may, directly or indirectly, seek to acquire “control” of Radian Group or any of its insurance subsidiaries unless that person files a statement and other documents with the Pennsylvania Insurance Commissioner and receives prior approval from the Commissioner. Under Pennsylvania’s insurance statutes, “control” is defined broadly and is “presumed to exist if any person, directly or indirectly, owns, controls, holds with power to vote or holds proxies representing 10% or more of the voting securities” of a holding company of a Pennsylvania domestic insurer. The statute further defines “control” as the “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of” an insurer.
In addition, material transactions between us or our affiliates and our insurance subsidiaries or among our insurance subsidiaries are subject to certain conditions, including that they be “fair and reasonable.” These conditions generally apply to all persons controlling, or who are under common control with, us or our insurance subsidiaries. Certain transactions between us or our affiliates and our insurance subsidiaries may not be entered into unless the Pennsylvania Insurance Commissioner is given 30 days’ prior notification and does not disapprove the transaction during that 30-day period.
Pennsylvania also requires that we identify the material risks within the insurance holding company system that could pose enterprise risk to the insurer. Pennsylvania has adopted the Risk Management and Own Risk and Solvency Assessment Act, which was effective January 1, 2015 and requires, among other things, that Pennsylvania-domiciled insurers maintain a risk management framework and conduct an Own Risk and Solvency Assessment (“ORSA”) annually in accordance with applicable NAIC requirements.
Dividends
Under Pennsylvania’s insurance laws, dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus, measured as of the end of the prior fiscal year, unless the Pennsylvania Insurance Commissioner approves the payment of dividends or other distributions from another source. While all proposed dividends and distributions to stockholders must be filed with the Pennsylvania Insurance Department prior to payment, if a Pennsylvania domiciled insurer had positive unassigned surplus as of the end of the prior fiscal year, then unless the prior approval of the Pennsylvania Insurance Commissioner is obtained, such insurer could only pay dividends or other distributions during any 12-month period in an aggregate amount less than or equal to the greater of: (i) 10% of the preceding year-end statutory policyholders’ surplus; or (ii) the preceding year’s statutory net income.
Radian Guaranty and Radian Reinsurance had negative unassigned surplus at December 31, 2017 of $765.0 million and $112.1 million , respectively, therefore no ordinary dividends or other distributions can be paid by these subsidiaries in 2018 without approval from the Pennsylvania Insurance Commissioner. Neither Radian Guaranty nor Radian Reinsurance paid any ordinary dividends in 2017 or 2016 . Due in part to the need to set aside contingency reserves, as discussed below, we do not expect that Radian Guaranty or Radian Reinsurance will have positive unassigned surplus, and therefore will not have the ability to pay ordinary dividends, for the foreseeable future. See Note 19 of Notes to Consolidated Financial Statements for a discussion of the Extraordinary Dividend paid from Radian Guaranty to Radian Group in connection with the reallocation of capital among our mortgage insurance subsidiaries.
All of our other insurance subsidiaries had negative unassigned surplus at December 31, 2017 . Therefore, no ordinary dividends or other distributions can be paid by these subsidiaries in 2018 without approval from the Pennsylvania Insurance Commissioner.


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Risk-to-Capital
Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a minimum ratio of statutory capital relative to the level of net RIF, or Risk-to-capital. Sixteen states currently impose a Statutory RBC Requirement. The most common Statutory RBC Requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1. In certain of the RBC States, Radian Guaranty must satisfy a MPP Requirement. The statutory capital requirements for the non-RBC States are de minimis (ranging from $1 million to $5 million); however, the insurance laws of these states generally grant broad supervisory powers to state agencies or officials to enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business. Unless an RBC State grants a waiver or other form of relief, if a mortgage insurer, such as Radian Guaranty, is not in compliance with the Statutory RBC Requirement of that state, it may be prohibited from writing new mortgage insurance business in that state. Radian Guaranty’s domiciliary state, Pennsylvania, is not one of the RBC States. In 2017 and 2016 , the RBC States accounted for approximately 55.1% and 55.4% , respectively, of Radian Guaranty’s total primary NIW. As of December 31, 2017 , Radian Guaranty’s Risk-to-capital was 12.8 to 1, and Radian Guaranty was in compliance with all applicable Statutory RBC Requirements.
The NAIC is in the process of reviewing the minimum capital and surplus requirements for mortgage insurers and considering changes to the Model Act. In May 2016, a working group of state regulators released an exposure draft of a risk-based capital framework to establish capital requirements for mortgage insurers. The process for developing this framework is ongoing. While the timing and outcome of this process is not known, in the event the NAIC adopts changes to the Model Act, we expect that the capital requirements in states that adopt the new Model Act may increase as a result of the changes. While we cannot provide any assurance, we do not believe that the capital requirements that may be adopted under the new Model Act are likely to exceed those of the PMIERs. See “Item 1A. Risk Factors— Our insurance subsidiaries are subject to comprehensive state insurance regulations and other requirements, which we may fail to satisfy.”
Contingency Reserves
For statutory reporting, mortgage insurance companies are required annually to set aside contingency reserves in an amount equal to 50% of earned premiums. Such amounts cannot be released into surplus for a period of 10 years, except when loss ratios exceed 35%, in which case the amount above 35% can be released under certain circumstances. The contingency reserve, which is designed to be a reserve against catastrophic losses, essentially restricts dividends and other distributions by mortgage insurance companies. We classify the contingency reserves of our mortgage insurance subsidiaries as a statutory liability. At December 31, 2017 , Radian Guaranty and Radian Reinsurance had contingency reserves of $1.7 billion , and $234.0 million , respectively.
Reinsurance
Historically, certain states limited the amount of risk a mortgage insurer could retain on a single loan to 25% of the total loan amount, thereby requiring that coverage in excess of 25% (i.e., deep coverage) be reinsured. With the exception of Ohio, all states have eliminated this restriction, and the mortgage insurance industry has been in discussions with the Ohio Department of Insurance about possibly eliminating this restriction as well. We currently use Radian Reinsurance to provide deep coverage reinsurance to Radian Guaranty to satisfy the requirement in Ohio.
Cybersecurity
The New York Department of Financial Services issued cybersecurity regulations that became effective March 1, 2017 and apply to all financial institutions and insurance companies licensed under the New York Banking, Insurance, and Financial Services Laws, including Radian Guaranty and certain of our other subsidiaries. The regulations require covered entities to, among other things: establish a cybersecurity program; adopt a written cybersecurity policy; designate a Chief Information Security Officer responsible for implementing, overseeing and enforcing the cybersecurity program and policy; and have policies and procedures designed to ensure the security of information systems and nonpublic information accessible to, or held by, third-parties, along with a variety of other requirements to protect the confidentiality, integrity and availability of information systems. All of our covered entities currently are in compliance with these regulations.
Real Estate, Title and Appraisal Management
Certain of our Services subsidiaries are subject to regulation and oversight by the states where they conduct their businesses, including requirements to be licensed and/or registered in the states in which they conduct operations.
Red Bell and its affiliates provide real estate brokerage services in all 50 states and the District of Columbia, and they and their designated brokers are required to hold licenses and conduct their brokerage business in conformity with the applicable license laws and administrative regulations of the states in which they are conducting their business.


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ValuAmerica and its affiliates provide title services and serve as an appraisal management company. These entities are required to hold the applicable required licenses in the jurisdictions where they operate their business. Title insurance agency licensing is primarily regulated by states in which the services are being offered, with licensing and registration typically within the jurisdiction of each state’s department of insurance. ValuAmerica is domiciled and licensed in Pennsylvania as a resident title insurance agency and, together with its affiliates, is licensed in 32 additional states. Real estate appraisal management statutes and regulations vary from state to state, but generally grant broad supervisory powers to agencies or officials to examine companies and enforce rules. While these businesses are generally state regulated, the Dodd-Frank Act established minimum requirements to be implemented by states regarding the registration and supervision of appraisal management companies. Most states have based their legislation on model legislation developed by the Appraisal Institute for the registration and oversight of appraisal management companies. ValuAmerica and its affiliates are licensed to provide their appraisal management services in 39 states. ValuAmerica’s affiliate, ValuEscrow, Inc., is a California licensed escrow company, and is required to maintain all applicable licenses and fidelity certifications to operate in California.
Radian Clayton Services LLC provides third party underwriting services to lenders, including services that may be deemed loan origination activities as defined by the SAFE Act (discussed below) and state law equivalents. This entity and its employees that provide our contract underwriting services are compliant with the SAFE Act in all 50 states and the District of Columbia. See “—Federal Regulation— The Secure and Fair Enforcement for Mortgage Licensing Act (“SAFE Act”).”
GSE Requirements
PMIERs - Private Mortgage Insurer Eligibility Requirements. As the largest purchasers of conventional mortgage loans, and therefore, the main beneficiaries of private mortgage insurance, the GSEs impose eligibility requirements that private mortgage insurers must satisfy in order to be approved to insure loans purchased by the GSEs. The PMIERs became effective December 31, 2015, and aim to ensure that approved insurers will possess the financial and operational capacity to serve as strong counterparties to the GSEs throughout various market conditions. The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer and the approved insurer’s financial condition. The PMIERs contain extensive requirements related to the conduct and operations of our mortgage insurance business, including operational requirements in areas such as claim processing, loss mitigation, document retention, underwriting, quality control, reporting and monitoring, among others. In addition, the PMIERs require private mortgage insurers to obtain the prior consent of the GSEs before taking certain actions, which may include paying dividends, entering into various intercompany agreements and commuting or reinsuring risk, among others. The GSEs have significant discretion under the PMIERs and may amend the PMIERs at any time.
The PMIERs financial requirements require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets.
The PMIERs financial requirements include increased financial requirements for defaulted loans, as well as loans with a higher likelihood of default and/or certain credit characteristics, such as higher LTVs and lower FICO scores, and for loans originated after January 1, 2016 that are insured under lender-paid mortgage insurance policies not subject to automatic termination under the Homeowners Protection Act of 1998 (the “HPA”). Therefore, if our mix of business includes a higher percentage of loans that are subject to these increased financial requirements, it increases the Minimum Required Assets and/or the amount of Available Assets that Radian Guaranty is required to hold. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview— Operating Environment and Business Strategy.
In addition, the PMIERs specifically provide that the factors that are applied to calculate and determine a mortgage insurer’s Minimum Required Assets may be updated every two years following a minimum of 180 days’ notice, or more frequently, as determined by the GSEs, to reflect changes in macroeconomic conditions or loan performance. Radian Guaranty received, on a confidential basis, a summary of proposed changes to the PMIERs on December 18, 2017. The GSEs have informed us that they expect updates to the PMIERs will become effective in the fourth quarter of 2018. Based on this initial summary, which remains subject to comment by the private mortgage insurance industry, it is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs financial requirements. Radian expects to be able to fully comply with the proposed PMIERs as of the expected effective date in late 2018.
We have entered into reinsurance transactions as part of our capital and risk management activities, including to manage Radian Guaranty’s position under the PMIERs financial requirements, and the credit that we receive under the PMIERs financial requirements for these transactions is subject to the periodic review of the GSEs.


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Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the PMIERs financial requirements. Although we expect Radian Guaranty to retain its eligibility status with the GSEs and to continue to comply with the PMIERs financial requirements, including as they may be updated, we cannot provide assurance that this will occur. See “Item 1A. Risk Factors— Radian Guaranty may fail to maintain its eligibility status with the GSEs.
Other GSE Business Practices and Requirements. The GSEs, acting independently or through their conservator, the FHFA, have the ability to change their business practices and requirements in ways that impact our business. Examples of recent changes or proposed changes in the GSEs’ business practices and requirements expected to impact our business are:
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%.
For information on additional potential changes in GSE business practices and requirements that could impact our business, see “Item 1A. Risk Factors— Changes in the charters, business practices, or role of the GSEs in the U.S. housing market generally, could significantly impact our mortgage insurance business.
Federal Regulation
Housing Finance Reform
The federal government plays a significant role in the U.S. housing finance system through, among other things, the involvement of the FHFA and GSEs, the FHA and the VA. The GSEs’ charters generally prohibit them from buying low down payment mortgage loans without certain forms of credit enhancement, the primary form of which has been private mortgage insurance. There has been ongoing debate about the roles that the federal government and private capital should play in the housing finance system, and in recent years, there generally has been broad policy consensus that there is a need to increase the role of private capital. As a significant source of private capital in the existing housing finance system, private mortgage insurance is well-positioned in current legislative proposals to continue to be able to provide the type of coverage that is currently memorialized in rules implementing the GSE charters, sometimes referred to as “standard coverage.” However, to the extent new legislative action alters the existing GSE charters without explicit preservation of the role of private mortgage insurance for high-LTV loans, our business could be adversely affected. Furthermore, should legislative or administrative action, such as imposition of higher guarantee fees, changes to loan limits, or significantly tightening the credit underwriting standards at the GSEs, it is possible that FHA, VA, or U.S. Department of Agriculture (“USDA”) insured loans would result in better execution or price to consumers. In such a scenario, our business could be adversely impacted.
Since FHFA was appointed as conservator of the GSEs in September 2008, there has been a wide range of legislative proposals to reform the U.S. housing finance market, including proposals for GSE reform ranging from some that advocate nearly complete privatization and elimination of the role of the GSEs to others that support a system that combines a federal role with private capital. Recent proposals have focused on repurposing the GSEs and having them compete with other secondary market participants. In addition, the Trump administration and U.S. Treasury have stated that they are seeking to advance housing finance reform, particularly if the U.S. Congress does not take action to end the current conservatorship of the GSEs. Under current law, the FHFA has significant discretion with respect to the future state of the GSEs, including the ability to place the GSEs into receivership without further legislative action. The term of the current director of the FHFA ends in January 2019, which may increase the likelihood that the FHFA could take action to reform the GSEs.
The U.S. Treasury currently owns the preferred stock of the GSEs pursuant to the terms of a senior preferred stock purchase agreement and was prohibited from selling its stake in the GSEs until January 1, 2018. On December 21, 2017, the FHFA and the Treasury Department reached an agreement to reinstate a $3 billion capital reserve for the GSEs under the senior preferred stock purchase agreement, allowing the GSEs to build a limited amount of reserves to allow for income fluctuations. Beyond this $3 billion capital buffer, the GSEs are required to sweep all profits to the U.S. Treasury. It is possible that the U.S. Treasury could further amend the terms of the senior preferred stock purchase agreement to permit the GSEs to further retain profits and recapitalize which could, in turn, affect the prospects for comprehensive housing finance reform legislation.


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Part I Item 1. Business
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In the absence of comprehensive housing finance reform legislation, the FHFA has made changes to the business and operations of the GSEs. As a mechanism for implementing changes, the FHFA uses the annual process of releasing a strategic plan for conservatorship and setting goals for the GSEs (the “Scorecard”) to meet as part of its ongoing regulation. Among other things, the 2018 Scorecard includes goals to increase access to single-family mortgage credit for creditworthy borrowers and to finalize post-financial crisis loss mitigation activities. In addition, the 2018 Scorecard calls for the GSEs to transfer a meaningful portion of credit risk, also known as “credit risk transfer,” to the private sector. The mandate for meaningful credit risk transfer builds upon the goals set in each of the last three years for the GSEs to transfer portions of their mortgage credit risk to the private sector by experimenting with different forms of transactions and structures. Since 2013, the GSEs have engaged in Front-end, Back-end and other credit risk transfer transactions that have transferred a portion of credit risk on over $2.0 trillion of unpaid principal balance. During 2016 and 2017, we participated in Front-end credit risk transfer programs developed by Fannie Mae and Freddie Mac, and in 2017 we also began to participate in similar Back-end credit risk transfer programs covering existing loans in the GSEs’ portfolios. For more information about these programs, see “Mortgage Insurance—Mortgage Insurance Business Overview— Mortgage Insurance Products Non-Traditional Risk .” It is difficult to predict what other types of credit risk transfer transactions and structures might be used by the GSEs in the future. If any of the credit risk transfer transactions and structures that are being developed were to displace primary loan level, standard levels of mortgage insurance, the amount of insurance we write may be reduced. However, the GSEs also have solicited comments regarding the possibility of including additional mortgage insurance in excess of standard coverage amounts through a concept known as “deeper cover mortgage insurance,” which could increase the amount of insurance we write. As a result, it is difficult to predict the impact of any credit risk transfer products and transactions implemented by the GSEs.
See “Item 1A. Risk Factors— Changes in the charters, business practices, or role of the GSEs in the U.S. housing market generally, could significantly impact our mortgage insurance business. ” and Our mortgage insurance business faces intense competition.
FHA
Private mortgage insurance competes with the single-family mortgage insurance programs of the FHA. As such, the FHA is one of our biggest competitors. We compete with the FHA on the basis of loan limits, pricing, credit guidelines, terms of our insurance policies and loss mitigation practices. Since the financial crisis, the loan limits for FHA-insured loans and the loan limits for GSE conforming loans have been substantially the same. It is possible that, in the future, Congress could impose different loan limits for FHA loans than for GSE conforming loans as it has done in the past, which could impact the competitiveness of private mortgage insurance in relation to FHA programs.
Beginning in 2008, the FHA, which historically had not been a significant competitor, substantially increased its market share of the insured mortgage market. Since then, the private mortgage insurance industry generally had been recapturing market share from the FHA, primarily due to: (i) improvements in the financial strength of private mortgage insurers; (ii) the development of new products and marketing efforts directed at competing with the FHA; (iii) increases in the FHA’s pricing; (iv) the U.S. government’s pursuit of legal remedies against FHA-approved lenders related to loans insured by the FHA; and (v) various policy changes at the FHA, including the general elimination of the premium cancellation provision. In January 2015, the FHA reduced its annual mortgage insurance premium by 50 basis points to approximately 85 basis points for loans entering the origination process on or after January 26, 2015, including refinancings. The FHA’s upfront mortgage insurance premium was not changed. The FHA’s pricing reduction in January 2015, combined with our premium changes in April 2016 to increase our pricing for borrowers with lower FICO scores, has negatively impacted our ability to compete with the FHA on certain high-LTV loans to borrowers with FICO scores below 720. However, we believe that our pricing changes made during the first half of 2016 enable us to more effectively compete with the FHA on certain high-LTV loans to borrowers with FICO scores above 720. Further reductions in the FHA’s annual premiums or changes to its policies may further impact our competitiveness with the FHA.
Given that FHA and GSE reform have significant impacts on each other, as well as on borrower access to credit and the housing market more broadly, policymakers may consider both GSE reform and FHA reform together. It is unclear whether FHA reform legislation will be adopted and, if so, what provisions it might ultimately contain. If legislative changes to the FHA and GSEs are not made contemporaneously, there is a possibility that the relative competitiveness of private mortgage insurance could be disadvantaged.


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Part I Item 1. Business
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The Dodd-Frank Act
The Dodd-Frank Act mandates significant rulemaking by several regulatory agencies to implement its provisions. The Dodd-Frank Act established the CFPB to regulate the offering and provision of consumer financial products and services under federal law, including residential mortgages, and transferred authority to the CFPB to enforce many existing consumer related federal laws, including the Truth in Lending Act (“TILA”) and RESPA. Recent legislative efforts have focused on repealing certain provisions of the Dodd-Frank Act, including provisions relating to the structure and authority of the CFPB.
Among the most significant provisions for private mortgage insurers under the Dodd-Frank Act are the ability to repay mortgage provisions (“Ability to Repay Rule”), the securitization risk retention provisions and the expanded mortgage servicing requirements under TILA and RESPA.
Qualified Mortgage Requirements - Ability to Repay Requirements. The Ability to Repay Rule requires mortgage lenders to make a reasonable and good faith determination that, at the time the loan is consummated, the consumer has a reasonable ability to repay the loan. The Dodd-Frank Act provides that a creditor may presume that a borrower will be able to repay a loan if the loan has certain low-risk characteristics that meet the definition of a qualified mortgage.
The CFPB established rigorous underwriting and product feature requirements for the loans to be deemed qualified mortgages (“QM Rule”). Within those regulations, the CFPB created a special exemption for Fannie Mae and Freddie Mac for a period ending upon the earlier of the end of conservatorship or January 10, 2021, which allows any loan that meets the GSE underwriting and product guidelines to be a qualified mortgage.
The Dodd-Frank Act also granted the FHA, VA and the U.S. Department of Agriculture flexibility to establish their own definitions of qualified mortgages for their insurance guaranty programs. Both the FHA and VA have created their own definition of qualified mortgages that differ from both the CFPB’s definition and the current underwriting and product guidelines at the GSEs that are subject to the special exemption. These alternate definitions of qualified mortgages are more favorable to lenders and mortgage holders than the CFPB QM Rule that applies to the GSEs and the markets in which we operate, which could drive business to these agencies and have a negative impact on our mortgage insurance business.
Qualified Residential Mortgage Regulations - Securitization Risk Retention Requirements. The Dodd-Frank Act requires securitizers to retain at least 5% of the credit risk associated with mortgage loans that they transfer, sell or convey, unless the mortgage loans are qualified residential mortgages (“QRMs”) or are insured by the FHA or another federal agency. Under applicable federal regulations, a QRM is generally defined as a mortgage meeting the requirements of a qualified mortgage under the CFPB’s QM Rule described above. Because of the capital support provided by the U.S. government to the GSEs, the GSEs satisfy the proposed risk retention requirements of the Dodd-Frank Act while they are in conservatorship, so sellers of loans to the GSEs currently are not be subject to the risk retention requirements referenced above. This means that securitizers would not be required to retain risk under the final QRM rule on loans that are guaranteed by the GSEs while in conservatorship. The final rule requires the agencies that implemented the rule to review the QRM definition no later than four years after its effective date ( i.e. , December 2018) and every five years thereafter, and allows each agency to request a review of the definition at any time.
Mortgage Servicing Rules. Among its products and services, our Services business provides services to financial institutions that are focused on evaluating compliance with and establishing processes and procedures to implement national and state servicing standards, including the CFPB’s mortgage servicing regulations. The Dodd-Frank Act amended and expanded upon mortgage servicing requirements under TILA and RESPA. The CFPB amended Regulation Z (promulgated under TILA) and Regulation X (promulgated under RESPA) to conform these regulations to the new statutory requirements. Among other things, the rules include new or enhanced requirements for handling loans that are in default. Complying with the mortgage servicing rules has been challenging and costly for many loan servicers. Since the final rules were adopted in 2014, the CFPB has clarified those rules through subsequent rulemakings and provided guidance on how servicers must apply them in certain circumstances. Most recently, in October 2017 the CFPB issued an interim final rule that amended provisions of the Regulation X mortgage servicing rules that it had previously issued in 2016.
Other. In addition to the foregoing, the Dodd-Frank Act establishes a Federal Insurance Office within the U.S. Treasury (the “FIO”). While the FIO does not have a general supervisory or regulatory authority over the business of insurance, the director of this office performs various functions with respect to insurance, such as serving as a non-voting member of the Financial Stability Oversight Council. It is difficult to predict whether legislators or other executive agencies will pursue the development and implementation of federal standards for the mortgage insurance industry. However, to the extent these recommendations are acted upon by legislators or other executive action, a divergence from the current system of state regulation could significantly change compliance burdens and possibly impact our financial condition.


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Part I Item 1. Business
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RESPA
Settlement service providers in connection with the origination or refinance of a federally regulated mortgage loan are subject to RESPA and Regulation X. Under the Dodd-Frank Act, the authority to implement and enforce RESPA was transferred to the CFPB. RESPA authorizes the CFPB, the U.S. Department of Justice, state attorneys general and state insurance commissioners to bring civil enforcement actions, and also provides for criminal penalties and private rights of action.
Mortgage insurance and other products and services provided by Radian’s affiliates are considered settlement services for purposes of RESPA. The anti-referral fee and anti-kickback provisions of Section 8 of RESPA generally provide, among other things, that settlement service providers are prohibited from paying or accepting anything of value in connection with the referral of a settlement service or sharing in fees for those services. RESPA also prohibits requiring the use of an affiliate for settlement services. In addition to mortgage insurance, through our Services business we offer a broad array of both settlement and non-settlement services to our customers, including real estate, valuation, appraisal, title and closing services. To the extent products and services provided by our Services business are settlement services for purposes of RESPA, the anti-referral fee, anti-kickback, and required use provisions of RESPA may apply which could impact how these products and services are marketed and sold.
In the past, we and other mortgage insurers have faced lawsuits alleging, among other things, that our captive reinsurance arrangements constituted unlawful payments to mortgage lenders under RESPA. We also have been subject to lawsuits alleging that our Pool Insurance and contract underwriting services violated RESPA. In addition, we and other mortgage insurers have been subject to inquiries and investigative demands from state and federal governmental agencies, including the CFPB, requesting information relating to captive reinsurance. In April 2013, we reached a settlement with the CFPB that concluded its investigation with respect to Radian Guaranty without any findings of wrongdoing. As part of the settlement, Radian Guaranty paid a civil penalty and agreed that it would not enter into any new captive reinsurance agreement or reinsure any new loans under any existing captive reinsurance agreement for a period of 10 years ending in 2023. In June 2015, Radian Guaranty executed a Consent Order with the Minnesota Department of Commerce that resolved the Minnesota Department of Commerce’s outstanding inquiries related to captive reinsurance arrangements involving mortgage insurance in Minnesota without any findings of wrongdoing. As part of the Consent Order, Radian Guaranty paid a civil penalty and agreed not to enter into new captive reinsurance arrangements until June 2025. We have not entered into any new captive reinsurance arrangements since 2007.
The CFPB amended Regulations X and Z to establish significant new disclosure requirements and forms in Regulation Z for most closed-end consumer credit transactions secured by real property through a regulation known as the “TRID rule.” The TRID rule became effective October 3, 2015, and mandates that a series of enhanced disclosures be provided to consumers in connection with the origination of most types of residential mortgage loans. The increased burden on loan originators to implement and comply with the TRID rule resulted in a slowdown in the volume of newly originated loans and delays in the closing of mortgage loans. In addition, difficulties implementing the new disclosure rules and uncertainty with respect to certain aspects of the TRID rule, including uncertainty as to whether a closed loan fully complies with the TRID rule requirements, has had a negative impact on the purchase of loans in the secondary market by private investors which negatively impacted the number of transactions available for the loan review, underwriting and due diligence services offered by our Services segment. In July 2016, the CFPB issued proposed amendments to the TRID rule that would formalize CFPB guidance and provide greater clarity and certainty for market participants, and finalized these amendments in the form of new TRID rules in July of 2017, known as “TRID 2.0.” Mandatory compliance with TRID 2.0 becomes effective in October 2018. We believe that the guidance that has been provided by the CFPB, together with TRID 2.0, will reduce the uncertainty and remove the impediments to originating new loans that followed the implementation of the original TRID rule.
Homeowner Assistance Programs
The Emergency Economic Stimulus Act of 2008 (“EESA”) included a requirement to “maximize assistance to homeowners and encourage mortgage servicers to take advantage of available programs (including the Hope for Homeowners program) to minimize foreclosures.” In 2008, the U.S. Treasury announced the Homeowner Affordability and Stability Plan to restructure or refinance mortgages to avoid foreclosures through: (i) refinancing mortgage loans through HARP; (ii) modifying first- and second-lien mortgage loans through HAMP and the Second Lien Modification Program; and (iii) offering other alternatives to foreclosure through the Home Affordable Foreclosure Alternatives Program. HAMP expired in December 2016 and was replaced with the “Flex Modification” program that will offer payment relief similar to HAMP. The HARP deadline for refinancing has been extended to December 31, 2018.


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Part I Item 1. Business
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During the third quarter of 2017, Hurricanes Harvey and Irma caused extensive property damage to areas of Texas, Florida and Georgia, as well as other general disruptions including power outages and flooding. As part of our comprehensive relief program initiated in response to these hurricanes, we are supporting the disaster relief policies issued by the GSEs that provide various forms of assistance to accommodate the financial needs of homeowners in the affected areas, including temporary suspension of foreclosures, penalty waivers, and forbearance or modification plans that provide more flexible mortgage payment terms.
The Secure and Fair Enforcement for Mortgage Licensing Act (the “SAFE Act”)
The SAFE Act and its state law equivalents require mortgage loan originators to be licensed with state agencies in the states in which they operate and/or registered with the Nationwide Mortgage Licensing System and Registry (the “Registry”). The Registry is a database established by the Conference of State Bank Supervisors and the American Association of Residential Mortgage Regulators that tracks the licensing and eligibility requirements of loan originators. Among other things, the database was established to support the licensing of mortgage loan originators by each state. As part of this licensing and registration process, loan originators who are employees of institutions other than depository institutions or certain of their subsidiaries that, in each case, are regulated by a federal banking agency, must generally be licensed under the SAFE Act guidelines enacted by each state in which they engage in loan origination activities and registered with the Registry. The entity and its employees that provide our contract underwriting services are compliant with the SAFE Act in all 50 states and the District of Columbia.
Mortgage Insurance Cancellation
The HPA imposes certain cancellation and termination requirements for borrower-paid private mortgage insurance and requires certain disclosures to borrowers regarding their rights under the law. The HPA also requires certain disclosures for loans covered by lender-paid private mortgage insurance. Specifically, the HPA provides that private mortgage insurance on most loans originated on or after July 29, 1999 may be cancelled at the request of the borrower once the LTV reaches 80% of the original value, provided that certain conditions are satisfied. Under HPA, private mortgage insurance must be canceled automatically once the LTV reaches 78% of the original value (or, if the loan is not current on that date, on the date that the loan becomes current).
The HPA establishes special rules for the termination of private mortgage insurance in connection with loans that are “high risk.” The HPA does not define “high risk” loans, but leaves that determination to the GSEs for loans up to the GSE conforming loan limits and to lenders for any other loan. For “high risk” loans, private mortgage insurance must be terminated on the date that the LTV is first scheduled to reach 77% of the unpaid principal balance. In no case, however, may private mortgage insurance be required beyond the midpoint of the amortization period of the loan if the borrower is current on the payments required by the terms of the mortgage.
The Fair Credit Reporting Act (the “FCRA”)
The FCRA imposes restrictions on the permissible use of credit report information and disclosures that must be made to consumers when information from their credit reports is used. The FCRA has been interpreted by some Federal Trade Commission staff to require mortgage insurance companies to provide “adverse action” notices to consumers in the event an application for mortgage insurance is declined or a higher premium is charged based on the use, wholly or partly, on information contained in the consumer’s credit report.
Privacy and Information Security - Gramm-Leach-Bliley Act of 1999 (the “GLBA”) and Other Regulatory Requirements
As part of our business, we, and certain of our subsidiaries, maintain large amounts of confidential information, including non-public personal information on consumers and our employees. We and our customers are subject to a variety of privacy and information security laws and regulations. The GLBA imposes privacy requirements on financial institutions, including obligations to protect and safeguard consumers’ nonpublic personal information and records, and limitations on the re-use of such information. The GLBA is enforced by state insurance regulators and by federal regulatory agencies. In addition, many states have enacted privacy and data security laws that impose compliance obligations beyond GLBA, including obligations to provide notification in the event that a security breach results in a reasonable belief that unauthorized persons may have obtained access to consumer nonpublic personal information.


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Part I Item 1. Business
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Federal and state agencies have increased their focus on compliance obligations related to privacy, data security and cybersecurity. The CFPB, Office of the Comptroller of the Currency and non-governmental regulatory agencies, such as the Financial Industry Regulatory Authority (FINRA), have announced new compliance measures and enforcement efforts designed to monitor and regulate the protection of personal consumer data, including with respect to: the development and delivery of financial products and services; underwriting; mortgage servicing; credit reporting; digital payment systems; and vendor management. For information regarding the New York Department of Financial Services cybersecurity regulations see “—State Regulation— Cybersecurity.”
Asset Backed Securitizations
Our Services business provides services to issuers of and investors in asset backed securitizations and similar transactions. As a result, regulations impacting the asset backed securitization market may impact our Services business directly, or indirectly through the regulation of our Services customers.
In August 2014, the SEC adopted final rules under Regulation AB that substantially revised the offering process, disclosure and reporting requirements for offerings of ABS. The Regulation AB II rules implement several key areas of reform. Specifically, Regulation AB II introduces several new requirements related to public offerings of ABS, including the following that are significant for our Services business:
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.
In June 2015 the final credit rating agency reform rules issued by the SEC became effective. These rules for nationally recognized statistical ratings organizations (“NRSRO”) include requirements that are applicable to providers of third-party due diligence services (such as our Services business) for both publicly and privately issued Exchange Act-ABS. Among other things, the NRSRO rules require that any issuer or underwriter of registered or unregistered ABS that are to be rated by a NRSRO furnish a form filed on the SEC’s EDGAR system that describes the findings and conclusions of any third-party due diligence report obtained by the issuer or underwriter. In addition, the rule requires that a due diligence firm (such as our Services business) that is engaged to perform services in connection with any rated ABS issuance furnish a form that describes the scope of due diligence services performed and a summary of their findings and conclusions; this form is required to be posted on the ABS issuer’s password-protected website.
Mortgage Insurance Tax Deduction
In 2006, Congress enacted the private mortgage insurance tax deduction in order to foster homeownership. The deduction was enacted on a temporary basis and it expired at the end of 2011. Since 2011, the private mortgage insurance tax deduction has been extended four times, most recently for insurance premiums paid through December 31, 2017. There continue to be legislative efforts to make this tax deduction permanent, but to date this has not been enacted. It is difficult to predict whether the deduction will be extended in the future.
Basel III
Over the past few decades, the Basel Committee on Banking Supervision (the “Basel Committee”) has established international benchmarks for assessing banks’ capital adequacy requirements. Included within those benchmarks are capital standards related to residential lending and securitization activity and importantly for private mortgage insurers, the treatment of mortgage insurance on those loans. These benchmarks are then interpreted and implemented via rulemaking by U.S. banking regulators.
In 1988, the Basel Committee developed the Basel Capital Accord, or “Basel I,” which set out international benchmarks for assessing banks’ capital adequacy requirements. In 2005, the Basel Committee issued an update to Basel I, known as “Basel II,” which, among other things, governs the capital treatment of mortgage insurance on loans purchased and held on balance sheet by banks in respect of their origination and securitization activities. In July 2013, the U.S. banking regulators promulgated regulations to implement significant elements of the Basel framework, referred to as the “Basel III Rules.” The Basel III Rules, among other things, revise and enhance the U.S. banking agencies’ general risk-based capital rules.
Today, the Basel III Rules assign a 50% or 100% risk weight to loans secured by one-to-four-family residential properties. Generally, residential mortgage exposures secured by a first lien on a one-to-four family residential property that are prudently underwritten and that are performing according to their original terms receive a 50% risk weighting. All other one-to-four family residential mortgage loans are assigned a 100% risk weight.


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In December 2014, the Basel Committee issued a proposal for further revisions to Basel III. It proposed adjustments to the risk weights for residential mortgage exposures that take into account LTV and the borrower’s ability to service a mortgage. The proposed LTV ratio did not take into consideration any credit enhancement, including private mortgage insurance. The comment period for this proposal closed in March 2015, and in December 2015, the Basel Committee released a second proposal that retained the LTV provisions of the initial draft, but not the debt servicing coverage ratios (the “2015 Proposal”). The comment period for the 2015 Proposal closed in March 2016. In March 2015, the U.S. banking regulators clarified that LTV ratios can account for credit enhancement such as private mortgage insurance in determining whether a loan is made in accordance with prudent underwriting standards for purposes of receiving the preferred 50% risk weight.
The revised, and final recommendations from the Basel Committee, which were published in December 2017, finalized risk weighting guidelines for residential mortgage exposures. These rules only recognize guarantees provided by sovereign governments (such as FHA, VA, USDA and Ginnie Mae) as off-setting the capital requirements, which means that the credit enhancement provided by third-party private mortgage insurance and the GSEs have higher risk weightings, putting loans insured by private mortgage insurance at a disadvantage to the government guaranteed products. It remains unclear whether new guidelines will be proposed or finalized in the United States in response to the most recent Basel III recommendations. If the federal regulators decide to change the rules in response to the final Basel III recommendations and introduce LTV sensitivity to the calculation of necessary capital, it would reduce or eliminate the capital benefit banks receive from insuring low down payment loans with private mortgage insurance and could adversely affect our business and business prospects.
In addition, the Basel III Rules applicable to general credit risk mitigation for banking exposures, provide that insurance companies engaged predominantly in the business of providing credit protection, such as private mortgage insurance companies, are not eligible guarantors, which could affect our business prospects.
See “Item 1A. Risk Factors— The implementation of the Basel III guidelines may discourage the use of mortgage insurance.
Foreign Regulation
By reason of Radian Insurance’s authorization, in September 2006, to conduct insurance business through a branch in Hong Kong, we are subject to regulation by the Hong Kong Insurance Authority (“HKIA”). The HKIA’s principal purpose is to supervise and regulate the insurance industry, primarily for the protection of policyholders and the stability of the industry. Hong Kong insurers are required by the Insurance Companies Ordinance to maintain minimum capital as well as an excess of assets over liabilities of not less than a required solvency margin, which is determined on the basis of a statutory formula. Foreign-owned insurers are also required to maintain assets in Hong Kong in an amount sufficient to ensure that assets will be available in Hong Kong to meet the claims of Hong Kong policyholders if the insurer should become insolvent.
Employees
At December 31, 2017 , we had 1,887 employees employed by Radian Group and its subsidiaries. Management considers employee relations to be good.


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Item 1A.    Risk Factors.
Radian Guaranty may fail to maintain its eligibility status with the GSEs.
In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs, which became effective December 31, 2015. The PMIERs are comprehensive, covering virtually all aspects of the business of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer and the approved insurer’s financial condition, as well as extensive requirements related to the conduct and operations of a mortgage insurer’s business. The GSEs have significant discretion under the PMIERs and may amend the PMIERs at any time. If Radian Guaranty is unable to satisfy the requirements set forth in the PMIERs, Freddie Mac and/or Fannie Mae could restrict it from conducting certain types of business with them or take actions that may include not purchasing loans insured by Radian Guaranty.
The PMIERs financial requirements currently require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets. At December 31, 2017, Radian Guaranty was in compliance with the PMIERs financial requirements and had Available Assets under the PMIERs of approximately $3.7 billion , which resulted in an excess or “cushion” of approximately $450 million over its Minimum Required Assets of approximately $3.2 billion . Radian Guaranty’s ability to continue to comply with the PMIERs financial requirements could be impacted by: (i) the product mix of our NIW and factors affecting the performance of our mortgage insurance portfolio, including our level of defaults, prepayments, the losses we incur on new or existing defaults and the credit characteristics of our mortgage insurance; (ii) the amount of credit that we receive under the PMIERs financial requirements for our third-party reinsurance transactions (which is subject to periodic review by the GSEs), including the credit received for our QSR Transactions and our 2016 and 2018 Single Premium QSR Transactions; and (iii) potential updates to the PMIERs, including an increase in the capital requirements under the PMIERs financial requirements and a potential requirement to mark-to-market certain of Radian Guaranty’s Available Assets. The PMIERs provide that the factors used to determine a mortgage insurer’s Minimum Required Assets may be updated every two years or more frequently, as determined by the GSEs, to reflect changes in macroeconomic conditions or loan performance, and the GSEs have periodically made other changes to the PMIERs since their adoption. As further discussed below, the GSEs are currently in the process of updating the PMIERs, including, among other items, the factors used to determine a mortgage insurer’s Minimum Required Assets.
Under the PMIERs financial requirements there are increased financial requirements for loans with a higher likelihood of default and/or certain credit characteristics, such as higher LTVs and lower FICO scores, as well as for loans originated after January 1, 2016 that are insured under lender-paid mortgage insurance policies not subject to automatic termination under the HPA. Therefore, if our mix of business includes more loans that are subject to these increased financial requirements, it increases the amount of Available Assets that Radian Guaranty is required to hold. Depending on the circumstances, we may limit the type and volume of business we are willing to write for certain of our products based on the increased financial requirements associated with certain loans. This could reduce the amount of NIW we write, which could reduce our revenues. During the third and fourth quarters of 2017, Radian Guaranty experienced an increase in reported delinquencies in the FEMA Designated Areas associated with hurricanes Harvey and Irma, as compared to 2016. Although, based on past experience, we believe the incremental hurricane-related defaults will cure within the next 12 months without resulting in a material number of paid claims or a material impact on our loss reserves, the temporary increase in defaults has increased our Minimum Required Assets and reduced our cushion under the PMIERs, as a result of the PMIERs requiring a higher level of Minimum Required Assets for defaults.
Compliance with the PMIERs financial requirements could impact our holding company liquidity. If additional cash from Radian Group is required to support Radian Guaranty’s compliance with the PMIERs financial requirements, it will leave less liquidity to satisfy Radian Group’s other obligations. Depending on the amount of liquidity that is utilized from Radian Group, we may be required (or may decide) to seek additional capital by incurring additional debt, issuing additional equity, or selling assets, which we may not be able to do on favorable terms, if at all.
In addition to the PMIERs financial requirements, the PMIERs contain requirements related to the operations of our mortgage insurance business, including extensive operational requirements in areas such as claim processing, loss mitigation, document retention, underwriting, quality control, reporting and monitoring, among others. These increased operational requirements have resulted in additional expenses and have required substantial time and effort from management and our employees, which we expect will continue.


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Part 1 Item 1A. Risk Factors
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Compliance with the PMIERs requires us to obtain the prior consent of the GSEs before taking many actions, which may include payment of dividends, entering into various intercompany agreements and commuting or reinsuring risk, among others. These restrictions could prohibit or delay Radian Guaranty from taking certain actions that would be advantageous to it or its affiliates.
Radian Guaranty received, on a confidential basis, a summary of proposed changes to the PMIERs on December 18, 2017. The GSEs have informed us that they expect updates to the PMIERs will become effective in the fourth quarter of 2018. Based on this initial summary, which remains subject to comment by the private mortgage insurance industry, it is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs. Revisions to the PMIERs could impact our NIW and our returns. Radian expects to be able to fully comply with the proposed PMIERs as of the expected effective date in late 2018.
Although we expect Radian Guaranty to retain its eligibility status with the GSEs and to continue to comply with the PMIERs financial requirements, including as they may be updated, we cannot provide assurance that this will occur. Loss of Radian Guaranty’s eligibility status with the GSEs would have an immediate and material adverse impact on the franchise value of our mortgage insurance business and our future prospects, as well as a material negative impact on our future results of operations and financial condition.
Our insurance subsidiaries are subject to comprehensive state insurance regulations and other requirements, which we may fail to satisfy.
We and our insurance subsidiaries are subject to comprehensive, detailed regulation by the insurance regulators in the states where they are licensed to transact business. These regulations are principally designed for the protection of our insurance policyholders rather than for the benefit of investors. Insurance laws vary from state to state, but generally grant broad supervisory powers to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business.
Among other matters, the state insurance regulators impose various capital requirements on our mortgage insurance subsidiaries. These include risk-to-capital ratios, other risk-based capital measures and surplus requirements that may limit the amount of insurance that our mortgage insurance subsidiaries write. Our failure to maintain adequate levels of capital, among other things, could lead to intervention by the various insurance regulatory authorities, which could materially and adversely affect our business, business prospects and financial condition.
If Radian Guaranty is not in compliance with a state’s applicable Statutory RBC Requirement, it may be prohibited from writing new business in that state until it is back in compliance or it receives a waiver of, or similar relief from, the requirement. In those states that do not have a Statutory RBC Requirement, it is not clear what actions the applicable state regulators would take if a mortgage insurer fails to meet the Statutory RBC Requirement established by another state. As of December 31, 2017, Radian Guaranty was in compliance with all applicable Statutory RBC Requirements; however, if Radian Guaranty were to fail to meet the Statutory RBC Requirement in one or more states, it could be required to suspend writing business in some or all of the states in which it does business. In addition, the GSEs and our mortgage lending customers may decide not to conduct new business with Radian Guaranty (or may reduce current business levels) or impose restrictions on Radian Guaranty while it was not in compliance. The franchise value of our mortgage insurance business likely would be significantly diminished if we were prohibited from writing new business or restricted in the amount of new business we could write in one or more states.
Radian Group also may be required to provide capital support for Radian Guaranty and its affiliated insurers if additional capital is required by those subsidiaries pursuant to future changes to insurance laws and regulations. The NAIC is in the process of reviewing the minimum capital and surplus requirements for mortgage insurers and considering changes to the Model Act. While the timing and outcome of this process is not known, in the event the NAIC adopts changes to the Model Act, we expect that the capital requirements in states that adopt the new Model Act may increase as a result of the changes. Although the outcome of this process remains uncertain, we believe that if changes are made to the Model Act it will not result in financial requirements that require greater capital than the level currently required under the PMIERs financial requirements.


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Our mortgage insurance subsidiaries’ premium rates and policy forms are generally subject to regulation in every state in which they are licensed to transact business. These regulations are intended to protect policyholders against the adverse effects of excessive, inadequate or unfairly discriminatory rates and to encourage competition in the insurance marketplace. In most states where our insurance subsidiaries are licensed, premium rates and policy forms must be filed with the state insurance regulatory authority and, in some states, must be approved, before their use. The mortgage insurance industry has always been highly competitive with respect to pricing. In the recent past, the willingness of mortgage insurers to offer reduced pricing (whether through filed or customized rates) led to an increased demand from certain lenders for reduced rate products. We and other mortgage insurers have been subject to inquiries from the Wisconsin Department of Insurance and examination by the California Department of Insurance regarding customized insurance rates and policy form filings. In 2016, the California Department of Insurance issued guidance to the mortgage insurance industry stating that under California law, permissible discounting of mortgage insurance rates must be applied to all similarly situated customers. The current regulatory environment could increase the likelihood that additional regulatory inquiries or examinations may be initiated. The limited flexibility currently provided under existing regulatory requirements with respect to insurance rates makes it more difficult to respond to competitor pricing actions and customer demands in a timely fashion. We could lose business opportunities if we are unable to respond to competitor pricing actions and our customers’ demands in a timely and acceptable manner.
The credit performance of our insured portfolio is impacted by macroeconomic conditions and specific events that affect the ability of borrowers to pay their mortgages.
As a seller of mortgage credit protection and mortgage and real estate products and services, our results are subject to macroeconomic conditions and specific events that impact the mortgage origination environment, the credit performance of our underlying insured assets and the business opportunities for our businesses. Many of these conditions are beyond our control, including national and regional economic conditions, housing prices, unemployment levels, interest rate changes, the availability of credit and other factors. In general, a deterioration in economic conditions increases the likelihood that borrowers will be unable to satisfy their mortgage obligations and can also adversely affect housing values, which in turn can influence the willingness of borrowers to continue to make mortgage payments despite having the financial resources to do so.
Mortgage defaults also can occur due to a variety of specific events affecting borrowers, including death or illness, divorce or other family problems, unemployment, or other events. In addition, factors impacting regional economic conditions, acts of terrorism, war or other severe conflicts, event-specific economic depressions or other catastrophic events could result in increased defaults due to the impact of such events on the ability of borrowers to satisfy their mortgage obligations and the value of affected homes.
Unfavorable macroeconomic developments and the other factors cited above could have a material negative impact on our results of operations and financial condition.
The length of time that our mortgage insurance policies remain in force could decline and result in a decrease in our revenue.
As of December 31, 2017, 69% of our total primary IIF consists of policies for which we expect to receive premiums in the future, typically through Monthly Premium Policies. As a result, most of our earned premiums are derived from insurance that was written in prior years. The length of time that this insurance remains in force, which we refer to as the Persistency Rate, is a significant determinant of our future revenues. A lower Persistency Rate could reduce our future revenues. The factors affecting the length of time that our insurance remains in force include:
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.
If these or other factors cause a decrease in the length of time that our Monthly Premium Policies (or other policies for which we expect to receive premiums in the future) remain in force, our future revenues could be negatively impacted, which could negatively impact our results of operations and financial condition.


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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.
As part of our claims management process we pursue opportunities to mitigate losses both before and after we receive claims, including processes to ensure claims are valid. Following the financial crisis, our Loss Mitigation Activities, such as Rescissions, Claim Denials and Claim Curtailments, increased significantly in response to the poor underwriting, servicer negligence and general non-compliance with our insurance policies that was prevalent in the period leading up to the financial crisis. These Loss Mitigation Activities materially mitigated our paid losses during this period and resulted in a significant reduction in our loss reserves. As our Legacy Portfolio has become a smaller percentage of our overall insured portfolio and mortgage underwriting and servicing have generally improved, there has been a decrease in the amount of Loss Mitigation Activity required with respect to the claims we receive, and we expect this trend to continue. As a result, our future Loss Mitigation Activity is not expected to mitigate our paid losses to the same extent as in prior years.
In addition, under the master policies developed with the GSEs in 2014, including our 2014 Master Policy for NIW after October 1, 2014, the potential for Loss Mitigation Activity generally is more limited throughout the private mortgage insurance industry, with only limited exceptions. Radian Guaranty also offers 12-month and 36-month rescission relief programs in accordance with the specified terms and conditions set forth in the 2014 Master Policy. Further, the FHFA and the GSEs have proposed revised GSE Rescission Relief Principles to, among other things, further limit the circumstances under which mortgage insurers may rescind coverage. The GSEs have requested that these principles be incorporated into new master policies which they expect to be effective for new business written in 2019. We currently are in discussions with the GSEs regarding these proposed principles, which if adopted, are likely to further reduce our ability to rescind insurance coverage in the future, potentially resulting in higher losses than would be the case under our existing master insurance policies.
Our Loss Mitigation Activities and claims paying practices have resulted in disputes with certain of our customers and in some cases, damaged our relationships with customers, resulting in a loss of business. While we have resolved many of these disputes, a risk remains that our Loss Mitigation Activities or claims paying practices could continue to have a negative impact on our relationships with customers or potential customers. Further, disputes with our customers that are not resolved could result in additional arbitration or judicial proceedings beyond those we are currently facing. See “Item 3. Legal Proceedings.” To the extent that past or future Loss Mitigation Activities or claims paying practices impact our customer relationships, our competitive position could be adversely affected, resulting in the potential loss of business and impacting our results of operations.
Changes in the charters, business practices, or role of the GSEs in the U.S. housing market generally, could significantly impact our mortgage insurance business.
Our current business model is highly dependent on the GSEs as the GSEs are the primary beneficiaries of most of our mortgage insurance policies. The GSEs’ federal charters generally require credit enhancement for low down payment mortgage loans (i.e., a loan amount that exceeds 80% of a home’s value) in order for such loans to be eligible for purchase by them. Lenders generally have used private mortgage insurance to satisfy this credit enhancement requirement. As a result, low down payment mortgages purchased by the GSEs generally are insured with private mortgage insurance. In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs.
The GSEs’ business practices may be impacted by their results of operations, as well as by legislative or regulatory changes. Since September 2008, the GSEs have been operating under the conservatorship of the FHFA. With respect to loans purchased by the GSEs, changes in the business practices of the GSEs, which can be implemented by the GSEs acting independently or through their conservator, the FHFA, could negatively impact our mortgage insurance business and financial performance, including changes to:
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;


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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.
The FHFA has called for the GSEs to transfer a meaningful portion of credit risk, known as a “credit risk transfer,” to the private sector. This mandate builds upon the goals set in each of the last three years for the GSEs to increase the role of private capital by experimenting with different forms of transactions and structures. To this end, the GSEs have transferred a portion of credit risk on over $2.0 trillion of unpaid principal balance from the start of their credit risk transfer programs in 2013 through the end of 2017. During 2016 and 2017, we have participated in these credit risk transfer programs developed by Fannie Mae and Freddie Mac. For additional information about these programs, see “Item 1. Business—Mortgage Insurance—Mortgage Insurance Business Overview— Mortgage Insurance Products GSE Credit Risk Transfer .” It is difficult to predict what other types of transactions and structures may be used. If any of the credit risk transfer transactions and structures were to displace primary loan level, standard levels of mortgage insurance, the amount of insurance we write may be reduced, which could negatively impact our franchise value, results of operations and financial condition. As a result, the impact of any credit risk transfer products and transactions implemented by the GSEs is uncertain and hard to predict.
Since the FHFA was appointed as conservator of the GSEs, there have been a wide range of legislative proposals to reform the U.S. housing finance market, including recent proposals that would repurpose the GSEs and have them compete with other secondary market participants. In addition, the Trump Administration and U.S. Treasury have stated that they are seeking to advance housing finance reform, particularly if the U.S. Congress does not take action to end the current conservatorship of the GSEs. Under current law, the FHFA has significant discretion with respect to the future state of the GSEs, including the ability to place the GSEs into receivership without further legislative action. The term of the current director of the FHFA ends in January 2019, which may increase the likelihood that the FHFA could take action to reform the GSEs.
The future structure of the residential housing finance system remains uncertain, including whether comprehensive housing reform legislation will be adopted and, if so, what form it may ultimately take. It is difficult to predict the impact of any changes on our business. See “Item 1. Business—Regulation—Federal Regulation— Housing Finance Reform .” Although we believe that traditional private mortgage insurance will continue to play an important role in any future housing finance structure, new federal legislation could reduce the level of private mortgage insurance coverage used by the GSEs as credit enhancement, or even eliminate the requirement, which would significantly reduce our available market, diminish the franchise value of our mortgage insurance business and materially and adversely affect our business prospects, results of operations and financial condition.
A decrease in the volume of mortgage originations could result in fewer opportunities for us to write new insurance business.
The amount of new business we write depends, among other things, on a steady flow of low down payment mortgages that benefit from our mortgage insurance. The volume of low down payment mortgage originations is impacted by a number of factors, including:
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;


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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.
If the overall volume of new mortgage originations declines, we could experience a reduced opportunity to write new insurance business and likely will be subject to increased competition, which could negatively affect our business prospects, results of operations and our financial condition.
Our NIW and franchise value could decline if we lose business from significant customers.
Our mortgage insurance business depends on our relationships with our customers. Our customers place insurance with us directly on loans that they originate and they also do business with us indirectly through purchases of loans that already have our mortgage insurance coverage. Our relationships with our customers may influence both the amount of business they do with us directly and also their willingness to continue to approve us as a mortgage insurance provider for loans that they purchase. The loss of business from significant customers could have an adverse effect on the amount of new business we are able to write, and consequently, our franchise value.
During 2017 , our top 10 mortgage insurance customers (measured by NIW) were responsible for 32.4% of our primary NIW, as compared to 31.7% in 2016 . Although we have taken steps to diversify our customer base, if we were to lose a significant customer, it is unlikely that the loss could be completely offset by other customers in the near-term, if at all. Some of our lending customers may decide to write business only with a limited number of mortgage insurers or only with certain mortgage insurers, based on their views with respect to an insurer’s pricing, service levels, underwriting guidelines, loss mitigation practices, financial strength or other factors. Alternatively, certain other lending customers have chosen for risk management purposes to diversify and expand the number of mortgage insurers with which they do business, which has negatively affected our level of NIW and market share with those customers. Given that many of our customers currently give us a significant portion of their total mortgage insurance business, it is possible that if there is further diversification it could have a negative impact on our NIW if we are unable to mitigate the market share loss through new customers or increases in business with other customers. Further, we actively engage with our customers to ensure that we are receiving an appropriate mix of business from such customers at acceptable projected returns, and depending on the circumstances, we could take action with respect to customers (e.g., limiting the type of business we accept from them or instituting pricing changes that impact them) that could result in customers reducing the amount of business they do with us or deciding not to do business with us altogether. Any significant loss in our market share could negatively impact our mortgage insurance franchise, results of operations and financial condition.
Our mortgage insurance business faces intense competition.
The U.S. mortgage insurance industry is highly competitive. Our competitors include other private mortgage insurers and governmental agencies, principally the FHA and VA.
We currently compete with other private mortgage insurers that are eligible to write business for the GSEs on the basis of price, underwriting guidelines, customer relationships, reputation, perceived financial strength (including based on credit ratings) and overall service. Overall service includes services offered through our Services business that complement our mortgage insurance products. Overall service competition is based on, among other things, effective and timely delivery of products, timeliness of claims payments, timely and accurate servicing of policies, training, loss mitigation efforts and management and field service expertise.
Pricing has always been and continues to be competitive in the mortgage insurance industry, as industry participants compete for market share and customer relationships. See “Item 1. Business—Mortgage Insurance—Competition.”
We monitor various competitive and economic factors while seeking to balance both profitability and market share considerations in developing our pricing and origination strategies. We have taken a disciplined approach to establishing our premium rates and writing a mix of business that we expect to produce our targeted level of returns on a blended basis and an acceptable level of NIW. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Mortgage Insurance— NIW, IIF, RIF .” Although we believe we are well-positioned to compete effectively, our pricing strategy may not be successful. Despite our pricing actions, we may experience returns below our targeted returns and we may lose business to other competitors. There can be no assurance that pricing competition will not intensify further, which could result in a decrease in projected returns for the industry and for Radian Guaranty.


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Certain of our private mortgage insurance competitors are subsidiaries of larger corporations, may have access to greater amounts of capital and financial resources than we do at a lower cost of capital (including, as a result of tax advantaged, off-shore reinsurance vehicles) and have better financial strength ratings than we have. As a result, they may be better positioned to compete outside of traditional mortgage insurance, including if the GSEs expand their use of, or pursue alternative forms of, credit enhancement. In addition, because of tax advantages associated with being off-shore, certain of our competitors have been able to achieve higher after-tax rates of return on the NIW they write compared to on-shore mortgage insurers such as Radian Guaranty, which could allow these off-shore competitors to leverage reduced pricing to gain market share, while continuing to achieve acceptable returns on NIW. The impact of the recently enacted TCJA may, in some cases, reduce the tax advantage of being off-shore, depending on the specific tax facts and circumstances for each competitor.
We also compete with governmental entities, such as the FHA and VA, that typically do not have the same capital requirements or business objectives that we and other private mortgage insurance companies have, and therefore, may have greater financial flexibility in their pricing guidelines and capacity that could put us at a competitive disadvantage. If these entities lower their pricing or alter the terms and conditions of their mortgage insurance or other credit enhancement products in furtherance of political, social or other goals rather than a profit motive, we may be unable to compete in that market effectively, which could have an adverse effect on our business, financial condition and operating results.
Beginning in 2008, the FHA, which historically had not been a significant competitor, substantially increased its share of the mortgage insurance market, including by insuring a number of loans that would meet our current underwriting guidelines, sometimes at a lower monthly cost to the borrower than a loan that carries our mortgage insurance. While the private mortgage insurance industry generally had been recapturing market share from the FHA, in January 2015, the FHA reduced its annual mortgage insurance premium by 50 basis points, which has impacted our competitiveness with respect to certain high-LTV loans to borrowers with FICO scores below 720.
The FHA may continue to maintain a strong market position and could increase its market position again in the future. Factors that could cause the FHA to remain a significant competitor include:
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.
Other private mortgage insurers may seek to regain market share from the FHA or other mortgage insurers by reducing pricing, which could, in turn, improve their competitive position in the industry and negatively impact our level of NIW.
We have faced increasing competition from the VA. Based on publicly available information, the VA accounted for 26% of the insurable mortgage market in 2017 . We believe that the VA’s market share has generally been increasing because the VA offers 100% LTV loans and charges a one-time funding fee that can be included in the loan amount with no additional monthly expense, and because of an increase in the number of borrowers that are eligible for the VA’s program.
In addition, as market conditions change, alternatives to traditional private mortgage insurance may become more prevalent, which could reduce the demand for private mortgage insurance in its traditional form, including:
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;
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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.
Managing the competitive environment is extremely challenging given the multitude of various factors discussed above. If we do not appropriately manage the strategic decisions required in this environment, our franchise value, business prospects, results of operations and financial condition could be negatively impacted.
Our business depends, in part, on effective and reliable loan servicing.
We depend on third-party servicing of the loans that we insure. Dependable servicing is necessary for timely billing and effective loss mitigation opportunities for delinquent or near-delinquent loans. Changes in the servicing industry, challenging economic and market conditions or periods of economic stress and high mortgage defaults could negatively affect the ability of servicers to effectively service the loans that we insure. Further, servicers are required to comply with more burdensome requirements, procedures and standards for servicing residential mortgages than in the past, such as the CFPB’s mortgage servicing rules. While these requirements are intended to improve servicing performance, they also impose a high cost of compliance on servicers that may impact their financial condition and their operating effectiveness. If we experience a disruption in the servicing of mortgage loans covered by our insurance policies, this, in turn, could contribute to a rise in defaults and/or claims among those loans, which could have a material adverse effect on our business, financial condition and operating results.
An extension in the period of time that a loan remains in our delinquent loan inventory may increase the severity of claims that we ultimately are required to pay.
High levels of defaults and corresponding delays in foreclosures could delay our receipt of claims, resulting in an increase in the period of time that a loan remains in our delinquent loan inventory, and as a result, the severity of claims that we are ultimately required to pay. Following the financial crisis, the average time that it took for us to receive a claim increased. This was, in part, due to loss mitigation protocols that were established by servicers and also to a significant backlog of foreclosure proceedings in many states, and especially in those states that impose a judicial process for foreclosures. Generally, foreclosure delays do not stop the accrual of interest or affect other expenses on a loan, and unless a loan is cured during such delay, once title to the property ultimately is obtained and a claim is filed, our paid claim amount may include additional interest and expenses, increasing the severity of claims we ultimately are required to pay. While foreclosure timelines have improved in recent years, a portion of our Legacy Portfolio consists of severely delinquent loans. Further, another period of significant economic stress and a high level of defaults could once again delay claims and result in higher levels of Claim Severity. Higher levels of Claim Severity would increase our incurred losses and could negatively impact our results of operations and financial condition.
Our success depends on our ability to assess and manage our underwriting risks; the premiums we charge may not be adequate to compensate us for our liability for losses and the amount of capital we are required to hold against our insured risks. We expect to incur future provisions for losses beyond what we have reserved for in our financial statements.
The estimates and expectations we use to establish premium rates are based on assumptions made at the time our insurance is written. Our mortgage insurance premiums are based on, among other items, the amount of capital we are required to hold against our insured risks and our estimates of the long-term risk of claims on insured loans. Our premium rates are established based on performance models that consider a broad range of borrower, loan and property characteristics (e.g., LTV, borrower FICO score, type of loan, premium structure, loan term, coverage percentage and whether there is a deductible in front of our loss position) as well as market and economic conditions. Our assumptions may ultimately prove to be inaccurate.


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If the risk underlying a mortgage loan we have insured develops more adversely than we anticipated, we generally cannot increase the premium rates on this in-force business, or cancel coverage or elect not to renew coverage, to mitigate the effects of such adverse developments. Similarly, we cannot adjust our premiums if the amount of capital we are required to hold against our insured risks increases from the amount we were required to hold at the time a policy was written (as occurred when the PMIERs financial requirements became effective and may occur again when the GSEs update the PMIERs which, as proposed, is reasonably likely to result in a material increase to Radian Guaranty’s capital requirements under the PMIERs, among other things). As a result, if we are unable to compensate for or offset the increased capital requirements in other ways, the returns on our business may be lower than we assumed or expected. Our premiums earned and the associated investment income on those premiums may ultimately prove to be inadequate to compensate for the losses that we may incur and may not provide an adequate return on increased capital that may be required. As a result, our results of operations and financial condition could be negatively impacted.
Additionally, in accordance with industry practice, we do not establish reserves in our mortgage insurance business until we are notified that a borrower has failed to make at least two monthly payments when due. Because our mortgage insurance reserving does not account for the impact of future losses that we expect to incur with respect to performing (non-defaulted) loans, our obligation for ultimate losses that we expect to incur at any period end is not reflected in our financial statements, except to the extent that a premium deficiency exists. As a result, our losses can be more severe in periods of high defaults given that we generally are not permitted to establish reserves in anticipation of such defaults.
If the estimates we use in establishing loss reserves are incorrect, we may be required to take unexpected charges to income, which could adversely affect our results of operations.
We establish loss reserves in our mortgage insurance business to provide for the estimated cost of future claims on defaulted loans. Setting our loss reserves requires significant judgment by management with respect to the likelihood, magnitude and timing of each potential loss, including an estimate of the impact of our Loss Mitigation Activities with respect to defaulted loans. The models, assumptions and estimates we use to establish loss reserves may not prove to be accurate, especially in the event of an extended economic downturn or a period of extreme market volatility and uncertainty. Because of this, claims paid may be substantially different than our loss reserves and these reserves may be insufficient to satisfy the full amount of claims that we ultimately have to pay. Changes to our estimates could adversely impact our results of operations and financial condition.
We have a number of defaulted loans in our portfolio originated before 2009 that have been in default for an extended period of time. While these loans are generally assigned a higher loss reserve based on our belief that they are more likely to result in a claim, we also assume, based on historical trends, that a significant portion of these loans will cure or otherwise not result in a claim. Given the significant period of time that these loans have been in default, it is possible that the ultimate cure rate for these defaulted loans will be less than our current estimates of Cures for this inventory of defaults. In addition, during the third and fourth quarters of 2017, Radian Guaranty experienced an increase in reported delinquencies in the FEMA Designated Areas associated with Hurricanes Harvey and Irma. Based on past experience, we believe (and our reserve estimates reflect) that most of the hurricane-related defaults will cure within the next 12 months without resulting in a material number of paid claims. If our estimates are inadequate, we may be required to increase our reserves, which could have a material adverse effect on our results of operations and financial condition.
Our delegated underwriting program may subject our mortgage insurance business to unanticipated claims.
In our mortgage insurance business, we permit lenders to obtain mortgage insurance for residential mortgage loans originated and underwritten by them using Radian’s pre-established underwriting guidelines. Once we accept a lender into our delegated underwriting program, we generally insure a mortgage loan originated by that lender based on our expectation that the lender has followed our specified underwriting guidelines in accordance with the endorsement. Under this program, a lender could commit us to insure a material number of loans with unacceptable risk profiles before we discover the problem and terminate that lender’s delegated underwriting authority or pursue other rights that may be available to us, such as our rights to rescind coverage or deny claims.


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We face risks associated with our contract underwriting business.
We provide third-party contract underwriting services for both our mortgage insurance and Services customers. We provide these customers with limited indemnification rights with respect to those loans that we simultaneously underwrite for both secondary market compliance and for potential mortgage insurance eligibility. In addition, in certain circumstances, we may also offer limited indemnification when we underwrite a loan only for secondary market compliance. In addition to indemnification, we typically have limited loss mitigation defenses available to us for loans that we have underwritten through our contract underwriting services. As a consequence, our results of operations could be negatively impacted if we are required to indemnify our customers for material underwriting errors in our contract underwriting services.
The current financial strength ratings assigned to our mortgage insurance subsidiaries could weaken our competitive position.
Radian Guaranty has been assigned a rating of Baa3 by Moody’s and a rating of BBB+ by S&P. While Radian Guaranty’s financial strength ratings currently are investment grade, these ratings are below the ratings assigned to certain other private mortgage insurers. We do not believe our ratings have had a material adverse effect on our relationships with existing customers. However, if financial strength ratings become a more prominent consideration for lenders, we may be competitively disadvantaged by customers choosing to do business with private mortgage insurers that have higher financial strength ratings. In addition, the current PMIERs do not include a specific ratings requirement with respect to eligibility, but if this were to change in the future, we may become subject to a ratings requirement in order to retain our eligibility status under the PMIERs.
The GSEs currently consider financial strength ratings, among other items, to determine the amount of collateral that an insurer must post when participating in the credit risk transfer transactions currently being conducted by the GSEs. As a result, the returns that we are able to achieve when participating in these transactions are dependent, in part, on our financial strength ratings. We currently use Radian Reinsurance to participate in the GSEs’ credit risk transfer transactions. Radian Reinsurance has been assigned a rating of BBB+ by S&P. Market participants with higher ratings than us generally have the ability to price more aggressively, and therefore, are better positioned than us to compete in these transactions.
We believe that financial strength ratings remain a significant consideration for participants seeking to secure credit enhancement in the non-GSE mortgage market, which includes most non-qualified mortgage loans. While this market has remained limited since the financial crisis, we view this market as an area of potential future growth and our ability to participate in this market could depend on our ability to secure higher ratings for our mortgage insurance subsidiaries. In addition, if legislative or regulatory changes were to alter the current state of the housing finance industry such that the GSEs no longer operated in their current capacity, we may be forced to compete in a new marketplace in which financial strength ratings may play a greater role. If we are unable to compete effectively in the current or any future markets as a result of the financial strength ratings assigned to our mortgage insurance subsidiaries, the franchise value and future prospects for our mortgage insurance business could be negatively affected.
Our success depends, in part, on our ability to manage risks in our investment portfolio.
Our investment portfolio is an important source of revenue and is our primary source of claims paying resources. Although our investment portfolio consists mostly of highly-rated fixed income investments, our investment strategy is affected by general economic conditions, which may adversely affect the markets for credit and interest-rate-sensitive securities, including the extent and timing of investor participation in these markets, the level and volatility of interest rates and credit spreads and, consequently, the value of our fixed income securities, and as such, we may not achieve our investment objectives. Volatility or lack of liquidity in the markets in which we hold positions has at times reduced the market value of some of our investments, and if this worsens substantially it could have a material adverse effect on our liquidity, financial condition and results of operations.
Although in recent years our portfolio yield has been increasing, interest rates and investment yields on our investments continue to be below historical averages, which has reduced the investment income we generate. For the significant portion of our investment portfolio held by our insurance subsidiaries, to receive full capital credit under insurance regulatory requirements and under the PMIERs, we generally are limited to investing in highly-rated investments that are unlikely to increase our investment returns. Because we depend on our investments as a source of revenue, a prolonged period of lower than expected investment yields would have an adverse impact on our revenues and could potentially adversely affect our results of operations. Further, future updates to the PMIERs could impact our investment choices, which could negatively impact our investment strategy.


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In addition, we structure our investment portfolio to satisfy our expected liabilities, including claim payments in our mortgage insurance business. If we underestimate our liabilities or improperly structure our investments to meet these liabilities, we could have unexpected losses resulting from the forced liquidation of investments before their maturity, which could adversely affect our results of operations.
Radian Group’s sources of liquidity may be insufficient to fund its obligations.
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. As of December 31, 2017, Radian Group had available, either directly or through unregulated subsidiaries, unrestricted cash and liquid investments of approximately $229 million . This amount: (i) includes $89 million deposited with the U.S. Treasury (which may be recalled by us at any time) in connection with the IRS Matter and (ii) includes certain additional cash and liquid investments that are expected to be received by Radian Group from our subsidiaries for corporate expenses and interest payments. Total liquidity, which includes our undrawn $225 million unsecured revolving credit facility entered into in October 2017, was $454 million as of December 31, 2017.
Radian Group’s principal liquidity demands for the next 12 months are expected to include: (i) the payment of corporate expenses, including taxes; (ii) interest payments on our outstanding long-term debt; (iii) potential payments to the U.S. Treasury resulting from the IRS Matter if a compromised settlement with the IRS is reached; and (iv) the payment of dividends on our common stock. Radian Group’s liquidity demands for the next 12 months could also include: (i) the repurchase of up to $50 million of Radian Group common stock pursuant to the existing share repurchase program; (ii) capital support for Radian Guaranty and our other mortgage insurance subsidiaries; (iii) repurchases or early redemptions of portions of our long-term debt; and (iv) potential investments to support our strategy for growing our businesses.
In addition to existing available cash and marketable securities, Radian Group’s principal sources of cash to fund future short-term liquidity needs include payments made to Radian Group under tax- and expense-sharing arrangements with our subsidiaries. Radian Group has expense-sharing arrangements in place with its principal operating subsidiaries that require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on most of our outstanding long-term debt. The expense-sharing arrangements between Radian Group and our insurance subsidiaries, as amended, have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.
The Services segment has not generated sufficient cash flows to pay dividends to Radian Group. Additionally, while cash flow is expected to be sufficient to pay the Services segment’s direct operating expenses, it has not been sufficient to satisfy its obligations to reimburse Radian Group for its allocated operating expense and interest expense under tax- and expense-sharing arrangements. We do not expect the Services segment will be able to bring its reimbursement obligations current for the foreseeable future. In the event the cash flow from operations of the Services segment is not adequate to fund all of its needs, Radian Group may provide additional funds to the Services segment in the form of a capital contribution or an intercompany note. Further, in light of Radian Guaranty’s negative unassigned surplus related to operating losses in prior periods, we do not anticipate that Radian Guaranty will be permitted under applicable insurance laws to pay ordinary dividends to Radian Group for the foreseeable future.
In addition to our short-term liquidity needs discussed above, Radian Group’s liquidity demands beyond the next 12 months are expected to include: (i) the repayment of our outstanding long-term debt; and (ii) potential additional capital contributions to our subsidiaries. We expect to meet the long-term liquidity needs of Radian Group with a combination of: (i) available cash and marketable securities; (ii) private or public issuances of debt or equity securities, which we may not be able to do on favorable terms, if at all; (iii) cash received under tax- and expense-sharing arrangements with our subsidiaries; (iv) to the extent available, dividends from our subsidiaries; and (v) any amounts that Radian Guaranty is able to successfully redeem under the Surplus Note.
As of December 31, 2017, certain of our subsidiaries have incurred NOLs that could not be carried-back and utilized on a separate company tax return basis. As a result, we are not currently obligated under our tax-sharing agreement to reimburse these subsidiaries for their separate company NOL carryforward. However, if in a future period, our consolidated NOL is fully utilized before a subsidiary has utilized its share of NOL carryforward on a separate entity basis, then Radian Group may be obligated to fund such subsidiary’s share of our consolidated tax liability to the IRS. Certain subsidiaries, including Clayton, currently have NOLs on a separate entity basis that are available for future utilization. However, we do not expect to fund material obligations related to these subsidiary NOLs.


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In light of Radian Group’s short- and long-term needs, it is possible that our sources of liquidity could be insufficient to fund our obligations and could exceed available holding company funds. If this were to occur, we may need or otherwise may decide to increase our available liquidity by incurring additional debt, by issuing additional equity or by selling assets, any of which we may be unable to do on favorable terms, if at all.
Our revolving credit facility contains restrictive covenants that could limit our operating flexibility. We may not have access to funding under our credit facility when we require it.
Radian Group entered into a $225 million unsecured revolving credit facility with a syndicate of bank lenders on October 16, 2017. Radian Group’s obligations under the credit facility are guaranteed by Clayton and may in the future be guaranteed by other subsidiaries of Radian Group. As of December 31, 2017, no borrowings were outstanding under the credit facility.
The credit facility contains certain restrictive covenants that, among other things, provide certain limitations on our ability to incur additional indebtedness, make investments, create liens, transfer or dispose of assets, merge with or acquire other companies and pay dividends. The credit facility also requires us to comply with certain financial covenants and further provides that (i) Radian Group must be rated by S&P or Moody’s and (ii) Radian Guaranty must remain eligible under the PMIERs to insure loans purchased by the GSEs. A failure to comply with these covenants or the other terms of the credit facility could result in an event of default, which could (i) result in the termination of the commitments by the lenders to make loans to Radian Group under the credit facility and (ii) enable the lenders to declare, subject to the terms and conditions of the credit facility, any outstanding obligations under the credit facility to be immediately due and payable.
If the commitments of the lenders are terminated or we are unable to satisfy certain covenants or representations, we may not have access to funding in a timely manner, or at all, when we require it. If funding is not available under the credit facility when we require it, our ability to continue our business practices or pursue our current strategy could be limited. If the indebtedness under the credit facility is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If there were to be an event of default under our credit facility for any reason, our cash flows, financial results or financial condition could be materially and adversely affected.
Our reported earnings are subject to fluctuations based on changes in our trading securities and short-term investments that require us to adjust their fair market value.
We have significant holdings of trading securities and short-term investments that we carry at fair value. Because the changes in fair value of these financial instruments are reflected on our statements of operations each period, they affect our reported earnings and can create earnings volatility. Among other factors, interest rate changes, market volatility and declines in the value of underlying collateral will impact the value of our investments, potentially resulting in unrealized losses that could negatively impact our results of operations.
Our information technology systems may fail or become outmoded, be temporarily interrupted or otherwise cause us to be unable to meet our customers’ demands.
Our business is highly dependent on the effective operation of our information technology systems, which are vulnerable to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber-attacks, security breaches, catastrophic events and errors in usage. Although we have disaster recovery and business continuity plans in place, we may not be able to adequately execute these plans in a timely fashion. 
Additionally, our ability to meet the needs of our customers depends on our ability to keep pace with technological advances and to invest in new technology as it becomes available or otherwise upgrade our technological capabilities. Participants in the mortgage insurance industry rely on e-commerce and other technologies to provide their products and services, and our customers generally require that we provide an increasing number of our products and services electronically. Accordingly, we may not satisfy our customers’ requirements if we fail to invest sufficient resources or are otherwise unable to maintain and upgrade our technological capabilities. Further, customers may choose to do business only with mortgage insurers with which they are technologically compatible and may choose to retain existing mortgage insurance providers rather than invest the time and resources to on-board new providers. As a result, technology can represent a potential barrier to signing new customers.
Because we rely on our information technology systems for many critical functions, including connecting with our customers, if such systems were to fail, experience a prolonged interruption, or become outmoded, we may experience a significant disruption in our operations and in the business we receive, which could have a material adverse effect on our business, financial condition and operating results.


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In addition, we are in the process of implementing a major technology project to improve our operating systems, including a new platform for our mortgage insurance underwriting, policy administration, claims management and billing processes. The implementation of these technological improvements is complex, expensive, time consuming and, in certain respects, depends on the ability of third parties to perform their obligations in a timely manner. If we fail to timely and successfully implement the new technology systems and business processes, or if the systems do not operate as expected, it could have an adverse impact on our business, business prospects and results of operations.
The security of our information technology systems may be compromised and confidential information, including non-public personal information that we maintain, could be improperly disclosed.
Our information technology systems may be vulnerable to physical or electronic intrusions, computer viruses or other attacks. As part of our business, we, and certain of our subsidiaries and affiliates, maintain large amounts of confidential information, including non-public personal information on consumers and our employees. Breaches in security could result in the loss or misuse of this information, which could, in turn, result in potential regulatory actions or litigation, including material claims for damages, as well as interruption to our operations and damage to our customer relationships and reputation. While we have information security policies, controls and systems in place in order to attempt to prevent, detect and respond to unauthorized use or disclosure of confidential information, including non-public personal information, there can be no assurance that such use or disclosure will not occur. Any compromise of the security of our information technology systems, or unauthorized use or disclosure of confidential information, could subject us to liability, regulatory scrutiny and action, damage to our reputation and customer relationships and could have a material adverse effect on our business prospects, financial condition and results of operations.
We are subject to litigation and regulatory proceedings.
We operate in highly regulated industries that are subject to a heightened risk of litigation and regulatory proceedings. We often are a party to material litigation and also are subject to legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations. Increased scrutiny in the current regulatory environment could lead to new regulations and practices, new interpretations of existing regulations, as well as additional regulatory proceedings. Additional lawsuits, legal and regulatory proceedings and other matters may arise in the future. The outcome of these legal and regulatory proceedings and other matters could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief which could require significant expenditures or have a material adverse effect on our business prospects, results of operations and financial condition. See “Item 3. Legal Proceedings.”
Resolution of our dispute with the IRS could adversely affect us.
We are contesting adjustments resulting from the examination by the IRS of our 2000 through 2007 consolidated federal income tax returns. The IRS opposes the recognition of certain tax losses and deductions that were generated through our investment in a portfolio of non-economic REMIC residual interests and has proposed denying the associated tax benefits of these items. We appealed these proposed adjustments to the Internal Revenue Service Office of Appeals and made “qualified deposits” with the U.S. Treasury of $85 million in June 2008 relating to the 2000 through 2004 tax years and $4 million in May 2010 relating to the 2005 through 2007 tax years in order to avoid the accrual of incremental above-market-rate interest with respect to the proposed adjustments.
In September 2014, we received Notices of Deficiency covering the 2000 through 2007 tax years that assert unpaid taxes and penalties of $157 million . The Deficiency Amount has not been reduced to reflect our NOL carryback ability. As of December 31, 2017 , there also would be interest of approximately $149 million related to these matters. Depending on the outcome, additional state income taxes, penalties and interest (estimated in the aggregate to be approximately $37 million as of December 31, 2017 ) also may become due when a final resolution is reached. The Notices of Deficiency also reflected additional amounts due of $105 million , which are primarily associated with the disallowance of the previously filed carryback of our 2008 NOL to the 2006 and 2007 tax years. We believe that the disallowance of our 2008 NOL carryback is a precautionary position by the IRS and that we will ultimately maintain the benefit of this NOL carryback claim.


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On December 3, 2014, we petitioned the U.S. Tax Court (“Tax Court”) to litigate the Deficiency Amount. During 2016, we held several meetings with the IRS in an attempt to reach a compromised settlement on the issues presented in our dispute. In October 2017, the parties informed the Tax Court that they believe they have reached agreement in principle on all issues in the dispute. In November 2017, as required by law, the agreement was reported to the JCT for review. The agreement cannot be finalized until the IRS considers the views, if any, expressed by the JCT about the matter. If we are unable to complete a compromised settlement, then the ongoing litigation could take several years to resolve and may result in substantial legal expenses. We can provide no assurance regarding the outcome of any such litigation or whether a compromised settlement with the IRS will ultimately be reached. We currently believe that an adequate provision for income taxes has been made for the potential liabilities that may result from this matter. However, if the ultimate resolution of this matter produces a result that differs materially from our current expectations, there could be a material impact on our effective tax rate, results of operations and cash flows.
Our ability to recognize benefits from our NOLs and other tax attributes may be limited.
We have in the past generated substantial NOLs and other tax attributes that can be used to reduce our future income tax obligations, much of which has been used in 2017 and previous years. We anticipate that our remaining federal NOL carryforwards as of December 31, 2017 (which were approximately $124.4 million ) will be fully used during 2018. However, our ability to utilize our tax assets on a timely basis (i.e., to offset operating income as generated) will be adversely affected if we have an “ownership change” within the meaning of IRC Section 382. An ownership change is generally defined as a greater than 50 percentage point increase in equity ownership by “five-percent shareholders” (as that term is defined for purposes of IRC Section 382) over a rolling three-year period. While we have adopted the tax benefit preservation measures described below to protect our ability to use our NOLs and other tax assets, these measures may not prevent us from experiencing an ownership change, including as a result of the issuance of our common stock. Determining whether an “ownership change” has occurred is subject to uncertainty, both because of the complexity and ambiguity of IRC Section 382 and because of limitations on a publicly traded company’s knowledge as to the ownership of, and transactions in, its securities. Therefore, even though we currently have several measures in place to protect our NOLs (such as the Plan, the Bylaw Amendment and the Charter Amendment described below), we cannot provide any assurance that the IRS or other taxing authority will not challenge the amount of our tax attributes or claim that we have experienced an “ownership change” and attempt to reduce the benefit of our tax assets. There is no guarantee that our tax benefit preservation measures will be effective in protecting our NOLs and other tax assets.
In 2009, we adopted a Tax Benefit Preservation Plan (the “Plan”), which, as amended, was approved by our stockholders at our 2010, 2013 and 2016 annual meetings. We also adopted certain amendments to our amended and restated bylaws (the “Bylaw Amendment”) and at our 2010, 2013 and 2016 annual meetings, our stockholders approved certain amendments to our amended and restated certificate of incorporation (the “Charter Amendment”). These steps were taken to protect our ability to utilize our NOLs and other tax assets and to attempt to prevent an “ownership change” under U.S. federal income tax rules by discouraging and, in most cases, restricting certain transfers of our common stock that would: (i) create or result in a person becoming a five-percent shareholder under IRC Section 382 or (ii) increase the stock ownership of any existing five-percent shareholder under IRC Section 382. The continued effectiveness of the Plan, the Bylaw Amendment and the Charter Amendment are subject to periodic examination by Radian Group’s board of directors, including with respect to whether we have any remaining NOLs and other tax benefits that may be carried forward and whether the potential limitation on the use of the tax benefits under Section 382 remains material to the Company, and the Plan and Charter Amendment also remain subject to the reapproval of the Plan and the Charter Amendment by our stockholders every three years. We currently expect that our tax benefit preservation measures will be terminated no later than 2019 and, as a result, without the restrictions on transfer of our stock, we may be more susceptible to changes in ownership or takeover.
The final impacts of the TCJA could be materially different from our current assessment .
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 federal corporate tax rate reduction from 35% to 21%, effective January 1, 2018. Because deferred tax assets and liabilities are measured using the enacted tax rates 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.


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The measurement of certain of our deferred taxes was recorded provisionally, and may be adjusted within the next year. Although the decrease in the federal statutory income tax rate pursuant to the TCJA resulted in a one-time reduction in the amount at which our deferred tax asset is recorded, thereby reducing our net income and book value in the fourth quarter of 2017, the TCJA also reduces our effective income tax rate for periods beginning January 1, 2018, which we expect to increase net income and book value in future periods. Additional changes or interpretations in the current tax laws may also impact our net income and book value in future periods. The ultimate impact of the TCJA may differ from our provisional estimates due to, among other things, future guidance that may be issued, changes in our interpretation or assumptions with respect to reversal periods, the outcome of our potential settlement of the IRS Matter and future actions that we may take as a result of the new tax law , which could have a material adverse effect on our tax obligations, results of operations and financial condition.
Legislation and administrative and regulatory changes and interpretations could impact our businesses.
Our businesses are subject to and may be impacted by many federal and state lending, insurance and consumer laws and regulations and may be affected by changes in these laws and regulations or the way they are interpreted or applied. In particular, our businesses may be significantly impacted by the following:
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.
See “Item 1. Business—Regulation.”
Any of the items discussed above could adversely affect our results of operations, financial condition and business prospects. In addition, our businesses could be impacted by new legislation or regulations, as well as changes to existing legislation or regulations or the way they are interpreted or applied, that are not currently contemplated and which could occur at any time.


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The implementation of the Basel III guidelines may discourage the use of mortgage insurance.
Over the past few decades, the Basel Committee on Banking Supervision (the “Basel Committee”) has established international benchmarks for assessing banks’ capital adequacy requirements. Included within those benchmarks are capital standards related to residential lending and securitization activity and importantly for private mortgage insurers, the capital treatment of mortgage insurance on those loans. These benchmarks are then interpreted and implemented via rulemaking by U.S. banking regulators. In July 2013, the U.S. banking regulators promulgated regulations to implement significant elements of the Basel framework, referred to as the “Basel III Rules.” The Basel III Rules, among other things, revise and enhance the U.S. banking agencies’ general risk-based capital rules. Today, the Basel III Rules assign a 50% or 100% risk weight to loans secured by one-to-four-family residential properties. Generally, residential mortgage exposures secured by a first lien on a one-to-four family residential property that are prudently underwritten and that are performing according to their original terms receive a 50% risk weighting. All other one-to-four family residential mortgage loans are assigned a 100% risk weight.
In December 2014, the Basel Committee issued a proposal for further revisions to Basel III. It proposed adjustments to the risk weights for residential mortgage exposures that take into account LTV and the borrower’s ability to service a mortgage. The proposed LTV ratio did not take into consideration any credit enhancement, including private mortgage insurance. The comment period for this proposal closed in March 2015, and in December 2015, the Basel Committee released a second proposal that retained the LTV provisions of the initial draft, but not the debt servicing coverage ratios (the “2015 Proposal”). The comment period for the 2015 Proposal closed in March 2016. In March 2015, the U.S. banking regulators clarified that LTV ratios can account for credit enhancement such as private mortgage insurance in determining whether a loan is made in accordance with prudent underwriting standards for purposes of receiving the preferred 50% risk weight.
The revised, and final recommendations from the Basel Committee, which were published in December 2017, finalized risk weighting guidelines for residential mortgage exposures. These rules only recognize guarantees provided by sovereign governments (such as FHA, VA, USDA and Ginnie Mae) as off-setting the capital requirements, which means that the credit enhancement provided by third-party private mortgage insurance and the GSEs have higher risk weightings, putting loans insured by private mortgage insurance at a disadvantage to the government guaranteed products. It remains unclear whether new guidelines will be proposed or finalized in the United States in response to the most recent Basel III recommendations. If the federal regulators decide to change the rules in response to the final Basel III recommendations and introduce LTV sensitivity to the calculation of necessary capital, it would reduce or eliminate the capital benefit banks receive from insuring low down payment loans with private mortgage insurance and could adversely affect our business and business prospects.
In addition, the Basel III Rules applicable to general credit risk mitigation for banking exposures provide that insurance companies engaged predominantly in the business of providing credit protection, such as private mortgage insurance companies, are not eligible guarantors, which could affect our business prospects.
We rely on our management team and our business could be harmed if we are unable to retain qualified personnel or successfully develop and/or recruit their replacements.
Our success depends, in part, on the skills, working relationships and continued services of our management team and other key personnel, any of whom could terminate his or her relationship with us at any time. The unexpected departure of key personnel could adversely affect the conduct of our business. In such event, we would be required to obtain other personnel to manage and operate our business. In addition, we will be required to replace the knowledge and expertise of our workforce as our workers retire. In either case, there can be no assurance that we would be able to develop or recruit suitable replacements for the departing individuals, that replacements could be hired, if necessary, on terms that are favorable to us, or that we can successfully transition such replacements in a timely manner. Failure to effectively implement our succession planning efforts and to ensure effective transfers of knowledge and smooth transitions involving members of our management team and other key personnel could adversely affect our business and results of operations. Without a properly skilled and experienced workforce, our costs, including productivity costs and costs to replace employees may increase, and this could negatively impact our earnings.
We may make investments to grow our existing businesses, pursue new lines of business or new business initiatives, acquire other companies or engage in other strategic initiatives, each of which may result in additional risks and uncertainties.
In support of our growth strategy, we may make strategic investments, acquisitions or pursue other strategic initiatives that expose us to additional risks and uncertainties that include, without limitation:
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;


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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.
We face risks associated with our Services business.
We expanded our business to include our Services segment through our 2014 acquisition of Clayton and our subsequent acquisitions of Red Bell and ValuAmerica. Our Services business exposes us to certain risks that may negatively affect our results of operations and financial condition, including, among others, the following:
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.
None.


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Item 2.
Properties.
At our new corporate headquarters, located at 1500 Market Street, in Philadelphia, Pennsylvania we currently lease approximately 174,000 square feet of office and storage space.
In connection with our mortgage insurance operations, we also lease office space in: Worthington, Ohio; Dayton, Ohio; Plano, Texas; St. Louis, Missouri; and Hong Kong. In addition, we lease office space for our Services operations in various cities in California, Colorado, Florida, Pennsylvania, Texas and Utah.
We currently have two co-location agreements with TierPoint that support data center space and services at their Norristown, Pennsylvania and Philadelphia, Pennsylvania locations. These agreements expire in May 2018 and March 2019, respectively. TierPoint serves as a production and disaster recovery location.
We believe our existing properties are well utilized, suitable and adequate for our present circumstances.
Item 3.
Legal Proceedings.
We are routinely involved in a number of legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations by various regulatory entities involving compliance with laws or other regulations, the outcome of which are uncertain. These legal proceedings could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business. In accordance with applicable accounting standards and guidance, we establish accruals only when we determine both that it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. We accrue the amount that represents our best estimate of the probable loss; however, if we can only determine a range of estimated losses, we accrue an amount within the range that, in our judgment, reflects the most likely outcome, and if none of the estimates within the range is more likely, we accrue the minimum amount of the range.
In the course of our regular review of pending legal and regulatory matters, we determine whether it is reasonably possible that a potential loss may have a material impact on our liquidity, results of operations or financial condition. If we determine such a loss is reasonably possible, we disclose information relating to such potential loss, including an estimate or range of loss or a statement that such an estimate cannot be made. On a quarterly basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or range of losses based on such reviews. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts, and the progress of settlement negotiations. In addition, we generally make no disclosures for loss contingencies that are determined to be remote. For matters for which we disclose an estimated loss, the disclosed estimate reflects the reasonably possible loss or range of loss in excess of the amount accrued, if any.
Loss estimates are inherently subjective, based on currently available information, and are subject to management’s judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal and other proceedings, actual results may differ materially from any amounts that have been accrued.
As previously disclosed, we are contesting adjustments resulting from the examination by the IRS of our 2000 through 2007 consolidated federal income tax returns. The IRS opposes the recognition of certain tax losses and deductions that were generated through our investment in a portfolio of non-economic REMIC residual interests and has proposed denying the associated tax benefits of these items. We appealed these proposed adjustments to the Internal Revenue Service Office of Appeals and made “qualified deposits” with the U.S. Treasury of $85 million in June 2008 relating to the 2000 through 2004 tax years and $4 million in May 2010 relating to the 2005 through 2007 tax years in order to avoid the accrual of incremental above-market-rate interest with respect to the proposed adjustments.


65

Part I Item 3. Legal Proceedings
______________________________________________________________________________________________________

We attempted to reach a compromised settlement with the Internal Revenue Service Office of Appeals, but in September 2014 we received Notices of Deficiency covering the 2000 through 2007 tax years that assert unpaid taxes and penalties of $157 million . The Deficiency Amount has not been reduced to reflect our NOL carryback ability. As of December 31, 2017 , there also would be interest of approximately $149 million related to these matters. Depending on the outcome, additional state income taxes, penalties and interest (estimated in the aggregate to be approximately $37 million as of December 31, 2017) also may become due when a final resolution is reached. The Notices of Deficiency also reflected additional amounts due of $105 million , which are primarily associated with the disallowance of the previously filed carryback of our 2008 NOL to the 2006 and 2007 tax years. We currently believe that the disallowance of our 2008 NOL carryback is a precautionary position by the IRS and that we will ultimately maintain the benefit of this NOL carryback claim. On December 3, 2014, we petitioned the U.S. Tax Court (“Tax Court”) to litigate the Deficiency Amount. On September 1, 2015, we received a notice that the case had been scheduled for trial. However, the parties jointly filed, and the Tax Court approved, motions for continuance in this matter to postpone the trial date. Also, in February 2016, the Tax Court approved a joint motion to consolidate for trial, briefing and opinion our case with a similar case involving MGIC Investment Corporation. During 2016, we held several meetings with the IRS in an attempt to reach a compromised settlement on the issues presented in our dispute. In October 2017, the parties informed the Tax Court that they believe they have reached agreement in principle on all issues in the dispute. In November 2017, as required by law, the agreement was reported to the JCT for review. The agreement cannot be finalized until the IRS considers the views, if any, expressed by the JCT about the matter. If we are unable to complete a compromised settlement, then the ongoing litigation could take several years to resolve and may result in substantial legal expenses. We can provide no assurance regarding the outcome of any such litigation or whether a compromised settlement with the IRS will ultimately be reached. We currently believe that an adequate provision for income taxes has been made for the potential liabilities that may result from this matter. However, if the ultimate resolution of this matter produces a result that differs materially from our current expectations, there could be a material impact on our effective tax rate, results of operations and cash flows.
On December 22, 2016, Ocwen Loan Servicing, LLC and Homeward Residential, Inc. (collectively, “Ocwen”) filed a complaint against Radian Guaranty (the “Complaint”). Ocwen has also initiated legal proceedings against several other mortgage insurers. The action filed against Radian Guaranty, titled Ocwen, et al. v. Radian Guaranty, is pending in the U.S. District Court for the Eastern District of Pennsylvania (the “Court”). The Complaint alleged breach of contract and bad faith claims and sought monetary damages and declaratory relief regarding certain claims handling practices on future insurance claims. On December 17, 2016, Ocwen separately filed a parallel arbitration petition against Radian Guaranty (the “Petition”) before the American Arbitration Association (“AAA”) asserting substantially the same allegations as in the Complaint (the Complaint and the Petition are collectively referred to as the “Filings”). The Filings listed 9,420 mortgage insurance certificates (“Certificates”) issued under multiple insurance policies, including Pool Insurance Policies, as subject to the dispute. On March 3, 2017, Radian Guaranty filed with the Court: (i) a motion to dismiss Ocwen’s Complaint or, in the alternative, for a more definite statement and (ii) a motion to enjoin Ocwen’s parallel arbitration. On June 5, 2017, Ocwen filed an Amended Complaint and an Amended Petition (collectively, the “Amended Filings”) with the Court and the AAA, respectively, together listing 8,870 Certificates as subject to the dispute. In December 2017 and January 2018, Ocwen and Radian Guaranty filed motions for partial summary judgment in connection with a small number of bellwether certificates selected from the Certificates subject to the Court proceedings (“Bellwether Certificates”). On February 1, 2018, the Court issued an Order and Memorandum decision granting in part and denying in part both parties’ motions for partial summary judgment, and ordering the parties to proceed to trial on certain claims regarding a portion of the Bellwether Certificates. The trial regarding a portion of the Bellwether Certificates is currently scheduled to start in April 2018. Radian Guaranty believes that Ocwen’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and plans to defend these claims vigorously. We are not able to estimate a reasonably possible loss, if any, or range of loss in this matter because of the preliminary stage of the proceedings.
We also are periodically subject to reviews and audits, as well as inquiries, information-gathering requests and investigations. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business. In March 2017, Green River Capital, a subsidiary of Clayton, received a letter from the staff of the SEC stating that it is conducting an investigation captioned, “In the Matter of Certain Single Family Rental Securitizations,” and that it is requesting information from market participants. The letter requested that Green River Capital provide information regarding broker price opinions that Green River Capital provided on properties included in single family rental securitization transactions. Green River Capital is cooperating with the SEC.


66

Part I Item 3. Legal Proceedings
______________________________________________________________________________________________________

The legal and regulatory matters discussed above could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business. Management believes, based on current knowledge and after consultation with counsel, that the outcome of such actions will not have a material adverse effect on our consolidated financial condition. However, the outcome of litigation and other legal and regulatory matters and proceedings is inherently uncertain, and it is possible that one or more of the matters currently pending or threatened could have an unanticipated adverse effect on our liquidity, financial condition or results of operations for any particular period.
Item 4.
Mine Safety Disclosures.
Not applicable.


67




PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “RDN.” At February 23, 2018 , there were 216,032,041 shares of our common stock outstanding and 49 holders of record. The following table shows the high and low sales prices of our common stock on the NYSE for the financial quarters indicated:
 
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

In 2017 and 2016 , we declared quarterly cash dividends on our common stock equal to $0.0025 per share. We presently expect to continue to declare a regular quarterly dividend on our common stock. For information on Radian Group’s ability to pay dividends, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
Reference is made to the information in Item 12 of this report under the caption “Equity Compensation Plans,” which is incorporated herein by this reference.
Issuance of Unregistered Securities
On March 21, 2016, March 22, 2016 and March 24, 2016, we issued 11,914,620; 4,673,478 and 393,690 shares of Radian Group common stock, respectively, in separately negotiated transactions with certain holders of the Convertible Senior Notes due 2017 and 2019. These issuances were made in connection with, and as partial consideration for, the purchases of aggregate principal amounts of $30.1 million and $288.4 million of our Convertible Senior Notes due 2017 and 2019, respectively, for cash or a combination of cash and shares of Radian Group common stock.
Over the course of two days on June 22, 2015 and June 23, 2015, in connection with, and as partial consideration for, the purchases of an aggregate principal amount of $389.1 million of our Convertible Senior Notes due 2017, we issued an aggregate of 28,403,278 shares of Radian Group common stock to certain holders of these notes.
In all cases, the shares were issued to “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities laws. See Notes 12 and 14 of Notes to Consolidated Financial Statements for additional information on the individual transactions.
Issuer Purchases of Equity Securities
On August 9, 2017, Radian Group’s board of directors renewed the Company’s share repurchase program that enables it to repurchase its common stock. The current authorization allows the Company to spend up to $50 million to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Radian has established a trading plan under Rule 10b5-1 of the Exchange Act to implement the program. As of December 31, 2017, no shares had been purchased and therefore the full purchase authority of up to $50 million remained available under this program, which expires on July 31, 2018. See Note 14 of Notes to Consolidated Financial Statements.
During the fourth quarter of 2017, we did not purchase any of our common stock.


68




Item 6.
Selected Financial Data.
The information in the following table should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 8 and the information included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(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

 
 
 
 
 
 
 
 
 
 


69

Part II Item 6. Selected Financial Data
______________________________________________________________________________________________________

(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.


70




Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and Notes thereto included in Item 8. Certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report. Some of the information included in this discussion and analysis or included elsewhere in this report, including with respect to our projections, plans and our strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Cautionary Note Regarding Forward-Looking Statements—Safe Harbor Provisions” and in the Risk Factors detailed in Item 1A of this Annual Report on Form 10-K.
Overview
We are a diversified mortgage and real estate services business with two business segments—Mortgage Insurance and Services. Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions, to mortgage lending institutions nationwide. We provide our mortgage insurance products mainly through our wholly-owned subsidiary, Radian Guaranty. Our Services segment 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, as further detailed in “Results of Operations—Services.” These services are provided primarily through Clayton and its subsidiaries, including Green River Capital, Red Bell and ValuAmerica.


71


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

IMAGE06REVENUEBYBUSSEG1217.JPG
______________________
(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.
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.
For periods beginning January 1, 2018, we expect the TCJA, excluding the impact of Discrete Items, to have a significant favorable impact on the Company’s net income, diluted earnings per share and cash flows, as compared to the tax laws in effect in 2017, primarily due to the reduction in the federal corporate tax rate from 35% to 21% . We are continuing to assess the potential effects of the TCJA on our future results. See “Item 1A. Risk Factors— The final impacts of the TCJA could be materially different from our current assessment ,” “Results of Operations—Consolidated— Income Tax Provision ” and Note 10 of Notes to Consolidated Financial Statements for additional information on the TCJA.


72


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following chart summarizes certain provisions of the TCJA and their impact on Radian.
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.
Notwithstanding our current expectations, future guidance that may be issued or changes in policy or interpretations of the TCJA could have a positive or negative impact on our financial performance depending on how the changes would influence the economy, including business and consumer sentiment and the key factors influencing our performance.
Operating Environment and Business Strategy
Operating Environment. As a seller of mortgage credit protection and other credit risk management solutions, as well as mortgage and real estate services, our results are subject to macroeconomic conditions and specific events that impact the mortgage origination environment, the credit performance of our underlying insured assets and the business opportunities for our Services segment.
The overall improvements in the U.S. economy and the housing finance market since 2008 led to increased home purchase activity and, due to the low interest rate environment, a high level of refinance transactions. However, as rates recently have been increasing, refinance activity has declined. In 2017, an increase in home purchase transactions and a decrease in refinance transactions resulted in a smaller total mortgage origination market in 2017 as compared to 2016. Mortgage insurance penetration in the insurable mortgage market is generally three to five times higher for purchase originations than for refinancings. We believe that the mortgage insurance market for 2017 was slightly larger than 2016, as a result of this meaningfully higher penetration for purchase originations. We have recently observed that the increase in home purchase activity has resulted in home price appreciation and a declining inventory of homes available for sale, which may limit the pace of future industry growth until additional homes become available.
Lending laws and regulations that were enacted in response to the financial crisis of 2007-2008 resulted in increased regulation and regulatory scrutiny and a more restrictive credit environment that has limited the growth of the mortgage industry. Although this more restrictive credit environment resulted in overall improvement in credit quality, it also made it more challenging for many first-time home buyers to finance a home and has limited the number of loans available for private mortgage insurance. In response to first-time home buyer demand and affordability considerations, lenders and the GSEs recently have introduced new mortgage lending products, such as mortgage lending products that accommodate higher LTVs, including LTVs greater than 95%, as well as higher debt-to-income ratios. As a result, the private mortgage insurance industry, including Radian Guaranty, is experiencing a shift in the mix of mortgage lending products toward higher LTVs and higher debt-to-income ratios. See “Results of Operations—Mortgage Insurance— NIW, IIF, RIF ” for additional information regarding our portfolio mix and the mortgage industry.


73


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

IMAGE07POSTCRISISUSHOUSE1217.JPG
Notwithstanding the LTVs and debt-to-income trends referenced above, loan originations since 2008 consist primarily of high credit quality loans with significantly better credit performance than the loans originated during 2008 and prior periods. As of December 31, 2017, our portfolio of business written subsequent to 2008, including HARP refinancings, represented approximately 92% of our total primary RIF. The high volume of insurance that we have written on high credit quality loans has led to an improved portfolio mix and, together with favorable credit trends, has had a significant positive impact on our results of operations.
During the third quarter of 2017, Hurricanes Harvey and Irma caused extensive property damage to areas of Texas, Florida and Georgia, as well as other general disruptions including power outages and flooding. At December 31, 2017, our total primary mortgage insurance exposure to mortgages in counties affected by these storms and subsequently designated as FEMA Designated Areas is approximately $4.6 billion of RIF on approximately $17.4 billion of IIF. This exposure represents approximately 9% of our primary mortgage insurance RIF as of December 31, 2017. Although the mortgage insurance we write protects the lenders from a portion of losses resulting from loan defaults, it does not provide protection against property loss or physical damage. Our Master Policies contain an exclusion against physical damage, including damage caused by floods or other natural disasters. Depending on the policy form and circumstances, we may, among other things, deduct the cost to repair or remedy physical damage above a de minimis amount from a claim payment and/or, under certain circumstances, deny a claim where (i) the property underlying a mortgage in default is subject to unrestored physical damage or (ii) the physical damage is deemed to be the principal cause of default.


74


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

As expected, Radian Guaranty has experienced a recent increase in reported delinquencies in these hurricane-affected areas in the third and fourth quarters of 2017. We believe that these hurricane-related delinquencies have reached their peak and, based on past experience, expect that most of these defaults will cure within the next 12 months. Although the number of these defaults that will ultimately result in paid claims is uncertain, we do not expect the incremental defaults to result in a material number of paid claims, given the limitations on our coverage related to property damage. Radian has been working with loan servicers to obtain information about forbearance plans and the status of the properties. The future reserve impact of these defaults may be affected by various factors, including the pace of economic recovery in the FEMA Designated Areas.
Although, as discussed above, we believe that most of the incremental hurricane-related defaults will cure within the next 12 months without resulting in a material number of paid claims or a material impact on our loss reserves, because the PMIERs require a higher level of Minimum Required Assets with respect to defaults notwithstanding our claim expectations, the temporary increase in defaults has increased our Minimum Required Assets and reduced our cushion under the PMIERs. Our Minimum Required Assets from hurricane-affected areas increased by approximately $100 million as of December 31, 2017 as compared to September 30, 2017. This expected temporary impact has not affected Radian Guaranty’s compliance with the PMIERs financial requirements. See “Liquidity and Capital Resources— Radian Group Short-Term Liquidity Needs Capital Support for Subsidiaries ” for additional information on PMIERs.
As part of our comprehensive relief program initiated in response to these hurricanes, we are supporting the disaster relief policies issued by the GSEs that provide various forms of assistance to accommodate the financial needs of homeowners in the affected areas, including temporary suspension of foreclosures, penalty waivers, and forbearance or modification plans that provide more flexible mortgage payment terms.
For all areas other than the FEMA Designated Areas associated with Hurricanes Harvey and Irma, the number of total new primary mortgage insurance defaults in our insured portfolio decreased by 7.2% for 2017, as compared to 2016. Similarly, for all areas other than the FEMA Designated Areas associated with Hurricanes Harvey and Irma, the primary default rate for the portfolio declined from 2.9% at December 31, 2016 to 2.2% at December 31, 2017 . See “Results of Operations—Mortgage Insurance— NIW, IIF, RIF Provision for Losses ” for more information on defaults.
In our mortgage insurance business, our competitors include other private mortgage insurers and governmental agencies, principally the FHA and the VA. We currently compete with other private mortgage insurers that are eligible to write business for the GSEs on the basis of price, underwriting guidelines, overall service, customer relationships, perceived financial strength (including based on comparative credit ratings) and reputation. Overall service includes services offered through our Services business that complement our mortgage insurance products. We compete with the FHA and VA on the basis of loan limits, pricing, credit guidelines, terms of our insurance policies (including certain assumability features in FHA and VA loans) and loss mitigation practices. Although the FHA’s reduction of its annual mortgage insurance premiums in January 2015, combined with our premium changes in April 2016 to increase pricing for borrowers with lower FICO scores, has negatively impacted our ability to compete with the FHA on certain high-LTV loans to borrowers with FICO scores below 720, we believe that our pricing changes made during the first half of 2016 have enabled us to compete more effectively with the FHA on certain high-LTV loans to borrowers with FICO scores above 720.


75


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Pricing has always been and continues to be competitive in the mortgage insurance industry, as industry participants compete for market share and customer relationships. As a result of this competitive environment, recent pricing trends have included: (i) the continued use of a spectrum of filed rates to allow for pricing based on more granular loan and borrower attributes (commonly referred to as “black-box” pricing); (ii) the use of customized (often discounted) rates on lender-paid, Single Premium Policies and to a limited extent, on borrower-paid Monthly Premium Policies, including in response to requests for pricing bids by certain lenders; and (iii) reductions by certain of our competitors of their standard rates for lender-paid Single Premium Policies. In the first half of 2016, there were wide-spread pricing changes made by private mortgage insurers. Since then, pricing throughout the industry has been relatively stable with respect to borrower-paid Monthly Premium Policies, although we believe that certain of our competitors recently have increased the frequency with which they are offering discounted, borrower-paid Monthly Premium Policies to lenders on a selective basis (i.e., not applying the discount to all similarly situated lenders). We remain disciplined in evaluating this trend and will make strategic pricing decisions going forward based on, among other factors, our perspective regarding the most appropriate path for achieving our overall objectives regarding growing the long term economic value of our mortgage insurance portfolio. In addition, we note that in 2016, the California Department of Insurance issued guidance to the mortgage insurance industry stating that any approved discounting of a mortgage insurer’s rates must be provided to all similarly situated customers of the mortgage insurer. This guidance follows a 2015 industry-wide inquiry by the Office of the Commissioner of Insurance of Wisconsin regarding rebating practices. Although the ongoing impact of this regulatory oversight is uncertain, it is possible that this attention to pricing practices will discourage mortgage insurers from engaging in the current practice of selective discounting of rates (i.e., not applying the discount to all similarly situated lenders). See “Item 1A. Risk Factors— Our insurance subsidiaries are subject to comprehensive state insurance regulations and other requirements, which we may fail to satisfy.
In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer and the approved insurer’s financial condition. In addition, the GSEs have a broad range of consent rights under the PMIERs, and require private mortgage insurers to obtain the prior consent of the GSEs before taking certain actions, which may include paying dividends, entering into various intercompany agreements and commuting or reinsuring risk, among others. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the PMIERs financial requirements.
The GSEs have significant discretion under the PMIERs and may amend the PMIERs at any time. Radian Guaranty received, on a confidential basis, a summary of proposed changes to the PMIERs on December 18, 2017. Based on this initial summary, which remains subject to comment by the private mortgage insurance industry, it is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs financial requirements. Radian expects to be able to fully comply with the proposed PMIERs as of the expected effective date in late 2018, without a need to take further actions beyond those actions taken to date and without giving effect to the Surplus Note currently outstanding. See “Liquidity and Capital Resources— Radian Group Short-Term Liquidity Needs Capital Support for Subsidiaries ” and Note 1 of Notes to Consolidated Financial Statements for additional information.


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IMAGE08PMIERS1217A01.JPG
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(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.
While the overall improvements in the U.S. economy generally and, more specifically, the housing finance market have positively impacted the performance of our Mortgage Insurance business, this has not resulted in the business and growth opportunities for certain of our Services segment business lines that we had anticipated and forecasted. Among other things, highly competitive conditions and decreased demand for certain services have limited the volume of business for some of our Services segment business lines, as further discussed below. Additionally, the continued lack of a meaningful securitization market has significantly limited the growth opportunities for our Services segment.
Business Strategy. Radian is focused on a number of strategic objectives, as described in “Radian’s Long-Term Strategic Objectives” in “Item 1. Business—General.” In our mortgage insurance business, we monitor competitive and economic factors while seeking to balance both profitability and market share considerations in developing our strategies. We have taken a disciplined, risk-based approach to establishing our premium rates and writing a mix of business that we expect to produce our targeted level of returns on a blended basis and an acceptable level of NIW. See “—Results of Operations—Mortgage Insurance— NIW, IIF, RIF.
Our growth strategy includes leveraging our core expertise in mortgage credit risk management and expanding our presence in the mortgage finance industry. During 2016 and 2017, we participated in Front-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 expect to continue to participate in these and other similar programs in the future, subject to availability and our evaluation of risk-adjusted returns. We participate in these Front-end programs as part of a panel of mortgage insurance company affiliates, subject to pre-established credit parameters. These transactions provide the GSEs with credit risk coverage on a Flow Basis that is incremental to primary mortgage insurance. In these transactions the credit risk coverage becomes effective as a loan is acquired by the GSE. During 2017, we also participated in similar credit risk transfer programs covering existing loans in the GSEs’ portfolios (i.e., Back-end). As of December 31, 2017 , our total RIF under the Front-end and Back-end credit risk transfer transactions was $100.4 million .


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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. The GSEs retain the first losses on these credit risk transfer transactions, ranging from 35 to 50 basis points. Radian would then be responsible to cover the next layer of losses, which ranges in size from approximately 200 to 300 basis points.
Notwithstanding the improvement in the U.S. economy and the housing and finance markets, in 2017 our Services business underperformed relative to our expectations, as described further below. Therefore, to support our strategic objectives and based on our strategic review of the Services business lines, we committed to a restructuring plan for our Services business in order to make changes that we believe are necessary to reposition this business for sustained profitability.
The financial results in some of our Services business lines have been negatively impacted by, among other things: (i) competition, including price competition and development of alternative services that compete with the services we offer; (ii) a decrease in the demand for certain services as our customers are relying on internal resources rather than outsourcing to us; (iii) lower than expected customer acceptance for certain of our services; and (iv) delays in the realization of efficiencies and margin improvements associated with technology initiatives. Our Chief Executive Officer joined the Company in March 2017 and initiated a strategic review of this business. Based on this strategic review, in the second quarter of 2017, we made several decisions with respect to business strategy for this segment in order to reposition the Services business to drive future growth and profitability. We determined to discontinue certain initiatives and rationalize expenses for this business while focusing on our core services that have higher growth potential and are expected to produce more predictable and recurring fee-based revenue streams over time, and that better align with our market expertise and the needs of our customers. Our strategic decisions made in the second quarter of 2017, combined with the decrease in projected volumes based on current market trends, resulted in a significant reduction in expected future net cash flows for the Services business compared to our previous projections. As a result, we recorded an impairment of the goodwill and other intangible assets related to the Services segment in the second quarter of 2017. These charges were primarily due to the changes in expectations regarding the future growth of certain Services business lines resulting from changes in our business strategy, combined with market trends observed during the second quarter of 2017 that we expect to persist. See Note 7 of Notes to Consolidated Financial Statements for additional information.
Based on our strategic assessment of the Services business, on September 5, 2017, the Company committed to a plan to restructure the Services business and incurred pretax restructuring charges of $17.3 million in 2017, including $6.8 million in cash payments. Additional pretax restructuring charges of approximately $3.8 million , including approximately $3.0 million in cash, are expected to be recognized within the next 12 months. The total restructuring charges of approximately $21.1 million are expected to consist of: (i) asset impairment charges (including the loss recognized on the sale of our EuroRisk business) of approximately $11.3 million ; (ii) employee severance and benefit costs of approximately $7.1 million ; (iii) facility and lease termination costs of approximately $1.8 million ; and (iv) contract termination and other restructuring costs of approximately $0.9 million .
As we reposition our Services business, we plan to continue to focus on using the services provided by our Services segment to complement our Mortgage Insurance business. This strategy is designed to satisfy demand in the market, grow our fee-based revenues, strengthen our existing mortgage insurance customer relationships, attract new customers and differentiate us from other mortgage insurance companies. Our current capabilities are illustrated by the graphic, “Product and Service Offerings” in “Item 1. Business—General.”
Other 2017 Developments
Capital and Liquidity Actions. During 2017, we completed a series of transactions that strengthened our capital and liquidity position and improved our financial flexibility. This series of capital and liquidity actions included:
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.


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The purchases of our Senior Notes due 2019, 2020 and 2021 pursuant to the tender offers, together with the purchases of our Convertible Senior Notes due 2017 and the settlement of our remaining Convertible Senior Notes due 2019, resulted in an aggregate pretax charge of $51.5 million during 2017, recorded as a loss on induced conversion and debt extinguishment. The combination of these transactions is estimated to reduce our future annual cash interest payments by approximately $5.8 million and increased the weighted-average maturity of our senior notes by nearly two years. See “Liquidity and Capital Resources— Radian Group Short-Term Liquidity Needs ” and Note 12 of Notes to Consolidated Financial Statements for additional information about these transactions.
Radian Group entered into its $225 million unsecured revolving credit facility with a syndicate of bank lenders on October 16, 2017. Borrowings under the credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives. At December 31, 2017, no borrowings were outstanding under this credit facility. See Note 12 of Notes to Consolidated Financial Statements for additional information.
On August 9, 2017, Radian Group’s board of directors renewed its share repurchase program and authorized the Company to spend up to $50 million to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. As of December 31, 2017, the full purchase authority of up to $50 million remained available under this program, which expires on July 31, 2018. See Note 14 of Notes to Consolidated Financial Statements for additional details.
Restructuring and other exit costs . A s discussed above, we incurred pretax restructuring charges of $17.3 million in 2017. Additional pretax restructuring charges of approximately $3.8 million are expected to be recognized within the next 12 months. See Notes 1 and 7 of Notes to Consolidated Financial Statements for additional information.
Impairment of Goodwill and Other Intangible Assets. As discussed above, during the second quarter of 2017, we recorded a goodwill impairment charge of $184.4 million , as well as an impairment charge for other intangible assets of $15.8 million , in each case related to our Services segment. As of December 31, 2017 the remaining balances of goodwill and other intangible assets reported in our consolidated balance sheet were $10.9 million and $53.3 million , respectively. See Note 7 of Notes to Consolidated Financial Statements for additional information.
Reinsurance. During 2017, we took actions with respect to our reinsurance program to effectively manage our capital position in a cost-efficient manner, improve our return on capital, proactively manage the retained mix of single-premium business in our mortgage insurance portfolio and strengthen Radian Guaranty’s financial position under PMIERs.
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.
See Note 8 of Notes to Consolidated Financial Statements and “Results of Operations—Mortgage Insurance— Net Premiums Written and Earned ” for additional information about our reinsurance transactions.


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Key Factors Affecting Our Results
Mortgage Insurance
Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions, to mortgage lending institutions and investors nationwide. The chart below highlights certain key drivers affecting our Mortgage Insurance revenue. The following sections discuss these revenue drivers, as well as other key factors affecting our results.
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.
The ultimate profitability of our Mortgage Insurance business is affected by the impact of mortgage prepayment speeds on the mix of business we write. The measure for assessing the impact of policy cancellations on our IIF is our Persistency Rate, defined as the percentage of IIF that remains in force over a period of time. Assuming all other factors remain constant, over the life of the policies prepayment speeds have an inverse impact on IIF and the expected revenue from our Monthly Premium Policies. Slower loan prepayment speeds, demonstrated by a higher Persistency Rate, result in IIF remaining in place, providing increased revenue from Monthly Premium Policies over time as premium payments continue and we recover more of our policy acquisition costs. Earlier than anticipated loan prepayments, demonstrated by a lower Persistency Rate, reduce IIF and the revenue from our Monthly Premium Policies. Prepayment speeds may be affected by changes in interest rates, among other factors. An increasing interest rate environment generally will reduce refinancing activity and result in lower prepayments, whereas a declining interest rate environment generally will increase the level of refinancing activity and therefore increase prepayments.
In contrast to Monthly Premium Policies, when Single Premium Policies are cancelled by the insured because the loan has been paid off or otherwise, we accelerate the recognition of any remaining unearned premiums. Although these cancellations reduce IIF, assuming all other factors remain constant, the profitability of our Single Premium business increases when Persistency Rates are lower.
Our strategy has been to write a mix of Single Premium Policies and Monthly Premium Policies in order to manage the overall impact on our results if actual prepayment speeds are significantly different from expectations. In addition, the 2016 and 2018 Single Premium QSR Transactions support our strategy to balance our retained mix of Single Premium Policies and Monthly Premium Policies. The impact of all of our third-party QSR transactions reduced our retained Single Premium RIF from 30.9% to 19.3% at December 31, 2017 . See “Overview— Operating Environment and Business Strategy ” for more information.


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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 .”
Private mortgage insurance penetration in the insurable market tends to be significantly higher on new mortgages for purchased homes than on the refinance of existing mortgages, because average LTV ratios are typically higher on home purchases and therefore are more likely to require mortgage insurance. Radian Guaranty’s share of the private mortgage insurance market is influenced by competition in that market. See “Item 1. Business—Mortgage Insurance—Competition” and “Results of Operations—Mortgage Insurance— NIW, IIF, RIF.
The following charts provide a historical perspective on certain key market drivers, including:
the mortgage origination volume from home purchases and refinancings;
private mortgage insurance penetration as a percentage of the mortgage origination market; and
the composition of the insured mortgage market between private mortgage insurance and FHA insurance.


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IMAGE09MORTORIGINANDPEN1217.JPG ______________________
(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.


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IMAGE10MTGINSMARKETCOMP1217.JPG
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(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.
Our pricing is risk-based and is intended to align with the capital requirements under the PMIERs, while considering pricing trends within the private mortgage insurance industry. As a result, our pricing is expected to generate relatively consistent returns across the credit spectrum and to provide relatively stable expected loss ratios regardless of further credit expansion. We monitor competitive and economic factors while seeking to balance both profitability and market share considerations in developing our strategies. We continued to generate strong NIW in 2017, and believe we remain well positioned to compete for the high-quality business being originated today, while at the same time maintaining projected returns on NIW within our targeted ranges.
Recently, we have expected that our current pricing (including the impact of our reinsurance transactions) would, over the life of the policies, produce returns on required capital on new business on an unlevered basis (i.e., after-tax underwriting returns plus projected investment income) of approximately 14% to 15%, and approximately 17% to 18% on a levered basis (i.e., after-tax returns taking into consideration a corporate debt-to-capital ratio of 25%). If all other factors were to remain constant, we would expect that, beginning in 2018, the TCJA would increase our unlevered and levered returns to 17% to 18% and 21% to 22%, respectively. However, this projected improvement due to the TCJA will be impacted by changes in various other factors, which may include the likely unfavorable impact of changes in the PMIERs financial requirements or other competitive factors. The GSEs have informed us that they expect updates to the PMIERs will become effective in the fourth quarter of 2018. It is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs financial requirements, which could negatively impact our returns. See “Liquidity and Capital Resources— Radian Group Short-Term Liquidity Needs Capital Support for Subsidiaries ” and Note 1 of Notes to Consolidated Financial Statements for additional information.


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Premiums on our mortgage insurance products are generally paid either on a monthly installment basis (“Monthly Premiums”) or in a single payment (“Single Premiums”) at the time of loan origination. See “Item 1. Business—Mortgage Insurance—Mortgage Insurance Business Overview— Premium Rates Primary Mortgage Insurance. ” Our expected rate of return on our Single Premium Policies is lower than on our Monthly Premium Policies because our premium rates are generally lower for our Single Premium Policies. However, as discussed above, the ultimate profitability of Single Premium Policies may be higher or lower than expected due to prepayments. See “— IIF; Persistency Rate; Mix of Business.
Our actual portfolio returns will depend on a number of factors, including economic conditions, the mix of NIW that we are able to write, our pricing, the amount of reinsurance we use and the level of capital required under the PMIERs financial requirements.
Rescissions, which are discussed in further detail below, result in a full refund of the inception-to-date premiums received, and therefore, premiums earned are negatively affected by any increases in our accrual for estimated Rescission refunds. Additionally, premiums ceded to third-party reinsurance counterparties decrease premiums written and earned.
Approximately 64% of the loans in our total primary mortgage insurance portfolio at December 31, 2017 have Monthly Premium Policies that provide a level monthly premium for the first 10 years of the policy, followed by a reduced level monthly premium thereafter. If a loan is refinanced under HARP, the initial 10-year period is reset. Due to the borrower’s ability to cancel the policy generally when the LTV reaches 80% of the original value, and the automatic cancellation of the policy when the LTV reaches 78% of the original value, the volume of loans that remain insured after 10 years and would be subject to the premium reset is generally not material in relation to the total loans originated. However, to the extent the volume of loans resetting from year to year varies significantly, the trend in earned premiums may also vary.
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:
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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 .
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The average loan size (relatively higher priced properties with larger average loan amounts may result in higher incurred losses).
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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.
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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).
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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).


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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.
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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
Our Services segment 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. In connection with the restructuring of our Services business, we have refined our Services business strategy going forward to focus on our core mortgage and real estate services. These services provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. Our mortgage services offerings include transaction management services such as loan review, RMBS securitization and distressed asset reviews, servicer and loan surveillance and underwriting. Our real estate services include REO asset management; review and valuation services related to single family rental properties; real estate valuation services; real estate brokerage services; and title and settlement services that include title search, settlement and closing services. See “Item 1. Business—Services—Customers” for additional information regarding the Services segment’s customers.
The services that we will no longer offer as a result of the restructuring of our Services business have not had a material impact on our consolidated cash flows or results of operations in recent periods. Therefore, as compared to our results in 2016 or 2017, we do not expect a material impact on our consolidated cash flows or results of operations from discontinuing these services. See “Overview— Operating Environment and Business Strategy ” for more information. See Note 1 of Notes to Consolidated Financial Statements, “Item 1. Business—Services—Services Business Overview” and “Overview— Other 2017 Developments ” for additional information regarding the Services segment.


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In contrast to our Mortgage Insurance business, the Services segment is a fee-for-service business without significant balance sheet risk. Key factors impacting results for our Services business include:
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.
The Services segment is dependent on a limited number of large customers that represent a significant portion of its revenues. Access to Radian Guaranty’s mortgage insurance customer base provides additional opportunities to expand the segment’s existing customers. However, an unexpected loss of a major customer could significantly impact the level of Services revenue. Generally, our contracts do not contain volume commitments and may be terminated by clients at any time.
Revenue for the Services segment also includes inter-segment revenues from services performed for our Mortgage Insurance segment. See Note 4 of Notes to Consolidated Financial Statements for additional information.
Our Services revenue is generated under three basic types of contracts:
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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.
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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.


86


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

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.
Other Factors Affecting Consolidated Results
The following items also may impact our consolidated results in the ordinary course. The items listed are not representative of all potential items impacting our consolidated results. See “Item 1A. Risk Factors” for additional information on the risks affecting our business.
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.
The measurement of certain of our deferred taxes was recorded provisionally, and may be adjusted within the next year. The ultimate impact of the TCJA may differ from our provisional estimates due to, among other things, future guidance that may be issued, changes in our interpretation or assumptions with respect to reversal periods, the outcome of our potential settlement of the IRS Matter and future actions that we may take as a result of the new tax law .
Based on our current understanding of the TCJA, we believe that our effective tax rate for 2018, excluding the impact of Discrete Items, will approximate the statutory rate of 21% . However, our effective tax rate may be affected by any return-to-provision adjustments for temporary differences recorded during 2018, because these adjustments will affect our current provision at a 35% rate while affecting our deferred provision at a 21% rate. Our return-to-provision adjustments are accounted for as Discrete Items and are generally recorded in the three-month period ending December 31. Because there may be future changes in interpretations of the TCJA and additional guidance issued, as well as changes in our assumptions or actions as a result of the TCJA, our actual future effective tax rate may differ from our initial estimates.
For periods beginning January 1, 2018, we expect the TCJA, excluding the impact of Discrete Items, to have a significant favorable impact on the Company’s net income, diluted earnings per share and cash flows, as compared to the tax laws in effect in 2017, primarily due to the reduction in the federal corporate tax rate from 35% to 21% . We are continuing to assess the effects of the TCJA on our future results. See “—Results of Operations—Consolidated— Income Tax Provision ” and Note 10 of Notes to Consolidated Financial Statements for additional information on the TCJA.
Notwithstanding our current expectations, future policy changes or interpretations could have a positive or negative impact on our financial performance depending on how the changes would influence the economy, including business and consumer sentiment and the key factors influencing our performance.


87


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Results of Operations—Consolidated
Radian Group serves as the holding company for our operating subsidiaries and does not have any operations of its own. Our consolidated operating results for 2017 primarily reflect the financial results and performance of our two business segments—Mortgage Insurance and Services. See Note 4 of Notes to Consolidated Financial Statements for information regarding the basis of our segment reporting, including the related allocations. See “Results of Operations—Mortgage Insurance,” and “Results of Operations—Services” for the operating results of these business segments.
In addition to the results of our operating segments, pretax income (loss) is also affected by “Other Factors Affecting Consolidated Results” described above. See “— Use of Non-GAAP Financial Measure ” below for more information regarding items that are excluded from the operating results of our operating segments.
The following table highlights selected information related to our consolidated results of operations for the years ended December 31, 2017 , 2016 and 2015 :
 
 
 
$ 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.
Net Income from Continuing Operations.  As discussed in more detail below, our results for 2017 compared to 2016 primarily reflect: (i) the impairment of goodwill and other intangible assets related to the Services segment; (ii) additional tax expense related to the remeasurement of our net deferred tax assets as a result of the TCJA; (iii) a decrease in net gains on investments and other financial instruments; (iv) an increase in other operating expenses; and (v) restructuring and other exit costs associated with our plan to restructure the Services business. These items were partially offset by, among other things: (i) a decrease in provision for losses; (ii) a decrease in loss on induced conversion and debt extinguishment; and (iii) lower interest expense.


88


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The improvement in our results for 2016 compared to 2015 primarily reflect an increase in net investment income and a decrease in loss on induced conversion and debt extinguishment.
Income from Discontinued Operations, Net of Tax. In 2015, we recorded net income from discontinued operations due to the completion of the sale of Radian Asset Assurance to Assured on April 1, 2015. See Note 18 of Notes to Consolidated Financial Statements for more information.
Diluted Net Income Per Share. The change in diluted net income per share for 2017 was unfavorable compared to 2016, primarily due to the changes in net income, as discussed above, partially offset by the decrease in average diluted shares. The average diluted shares decreased from 229.3 million shares in 2016 to 220.4 million shares for 2017.
The decrease in average diluted shares for 2017 compared to 2016 is primarily due to the full-year impact of the series of capital management transactions effected in 2016, which included: (i) the purchases of portions of our Convertible Senior Notes due 2017 and 2019, and (ii) the purchase of 9.4 million shares of Radian Group common stock. In addition, in January 2017, we settled our obligations with respect to the remaining $68.0 million aggregate principal amount of our Convertible Senior Notes due 2019 which, as of the settlement date, resulted in a decrease of an additional 6.4 million diluted shares for purposes of determining diluted net income per share.
The increase in diluted net income per share for 2016, compared to 2015, is primarily due to the increase in net income from continuing operations, as discussed above, combined with the decrease in average diluted shares. The average diluted shares decreased from 246.3 million shares for 2015 to 229.3 million shares for 2016. This decrease in average diluted shares is primarily due to the impact of the June 2015 repurchase of $389.1 million of our Convertible Senior Notes due 2017, combined with the impact of the series of 2016 capital management transactions described above, included as of their effective dates. See Notes 3 and 12 of Notes to Consolidated Financial Statements for additional information.


89


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Book Value Per Share. As shown below, the increase in book value per share from $13.39 at December 31, 2016 to $13.90 at December 31, 2017 is primarily due to our net income and increase in unrealized gains in other comprehensive income, partially offset by the equity impact of the series of capital and liquidity actions completed in 2017 described above.
IMAGE11BOOKVALUEWALK1217.JPG
______________________
(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.


90


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The amount of goodwill and other intangible assets included in book value per share decreased significantly, from $1.29 per share at December 31, 2016 to $0.30 at December 31, 2017, primarily due to the impairment of goodwill and other intangible assets, in each case related to the Services segment, as shown in the chart below.
IMAGE12BOOKVALUEPERSHARE1217.JPG
Services Revenue and Cost of Services. Services revenue and cost of services all relate to our Services segment. See “Results of Operations—Services” for more information.
Net Gains (Losses) on Investments and Other Financial Instruments.  The decrease in net gains on investments and other financial instruments in 2017 as compared to 2016 is primarily due to: (i) the decrease in net realized gains attributable to sales and redemptions of fixed-maturities available for sale and trading securities and (ii) the decrease in unrealized gains on investments and other financial instruments in 2017, as compared to 2016, primarily related to the change in fair value of trading securities and other investments.


91


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Net gains on investments and other financial instruments decreased in 2016 as compared to 2015, primarily due to a decrease in net realized gains on investments in 2016 as compared to 2015. In 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 . This decrease was partially offset by an increase in unrealized gains related to change in fair value of trading securities and other investments. The components of the net gains (losses) on investments and other financial instruments for the periods indicated are as follows:
 
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

 
 
 
 
 
 
Other Operating Expenses. Other operating expenses for 2017 increased as compared to 2016, primarily due to: (i) $6.6 million of expenses associated with retirement and consulting agreements entered into in February 2017 with our former Chief Executive Officer; (ii) increases in technology expenses associated with a significant investment in upgrading our systems; (iii) expenses accrued to defend and resolve certain outstanding legal matters; and (iv) a decrease in ceding commissions. The increase in other operating expenses for 2017 was partially offset by lower compensation expense in 2017, including variable incentive-based compensation.
Restructuring and other exit costs. For 2017, restructuring and other exit costs include charges associated with our plan to restructure the Services business. Charges are primarily due to severance and related benefit costs and impairment of long-lived assets and loss from the sale of a business line. See “—Overview” for more information.
Interest Expense. Interest expense for 2017 decreased compared to 2016. This decrease was primarily due to reductions in interest expense from our: (i) August 2016 redemption of the remaining $195.5 million outstanding principal amount of our Senior Notes due 2017; (ii) January 2017 settlement of the remaining $68.0 million outstanding principal amount of our Convertible Senior Notes due 2019; and (iii) purchases during 2016 of $322.0 million aggregate principal amount of Convertible Senior Notes due 2019.
Interest expense for 2016 decreased compared to 2015. This decrease was primarily due to reductions in interest expense from: (i) the March 2016 and June 2015 purchases of aggregate principal amounts of $30.1 million and $389.1 million, respectively, of Convertible Senior Notes due 2017; (ii) the 2016 purchases of $322.0 million aggregate principal amount of Convertible Senior Notes due 2019; and (iii) the August 2016 redemption of the remaining $195.5 million aggregate principal amount of our Senior Notes due 2017. These reductions were partially offset by increased interest expense from the March 2016 issuance of $350 million aggregate principal amount of Senior Notes due 2021 and the June 2015 issuance of $350 million aggregate principal amount of Senior Notes due 2020.
Loss on induced conversion and debt extinguishment. During 2017, pursuant to cash tender offers, we purchased aggregate principal amounts of $141.4 million , $115.9 million and $152.3 million of our Senior Notes due 2019, 2020 and 2021, respectively, resulting in a loss on induced conversion and debt extinguishment of $45.8 million . During 2017, we also purchased an aggregate principal amount of $21.6 million of our outstanding Convertible Senior Notes due 2017 and settled our obligations on the remaining Convertible Senior Notes due 2019, resulting in losses on debt extinguishment of $1.2 million and $4.5 million , respectively.
During 2016, our purchases of Convertible Senior Notes due 2017 and 2019 and redemption of Senior Notes due 2017 resulted in a loss on induced conversion and debt extinguishment of $75.1 million consisting of: (i) a market premium of $41.8 million, 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; (ii) a loss on debt extinguishment of $17.2 million, representing the difference between the fair value and the carrying value, net of unamortized issuance costs, of the liability component of the purchased Convertible Senior Notes due 2017 and 2019; (iii) a loss on debt extinguishment of $15.0 million on the redemption of the Senior Notes due 2017; and (iv) expenses totaling $1.1 million for transaction costs.


92


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The loss on induced conversion and debt extinguishment of $94.2 million for the year ended December 31, 2015 was primarily related to the purchases in the second quarter of 2015 of Convertible Senior Notes due 2017. See Note 12 of Notes to Consolidated Financial Statements for information on our extinguishment of debt.
Amortization and Impairment of Intangible Assets and Impairment of Goodwill. The amortization of intangible assets primarily reflects the amortization of intangible assets acquired as part of the Clayton acquisition. During the second quarter of 2017, we recorded a goodwill impairment charge of $184.4 million, as well as an impairment charge for other intangible assets of $15.8 million, in each case related to our Services segment. These charges were primarily due to changes in expectations regarding the future growth of certain Services business lines, resulting from changes in our business strategy, combined with market trends observed during the second quarter of 2017 that we expect to persist. As a result, as of December 31, 2017, the remaining balances of goodwill and other intangible assets reported in our consolidated balance sheet were $10.9 million and $53.3 million , respectively. See “—Overview— Operating Environment and Business Strategy—Business Strategy ” and Note 7 of Notes to Consolidated Financial Statements for additional information.
Income Tax Provision.  Our effective tax rate from continuing operations was 65.1% for 2017, compared to 36.3% for 2016 and 35.7% for 2015. The increase in our 2017 effective tax rate was primarily due to the impact of the TCJA, which resulted in a $102.6 million increase in our income tax provision, as discussed below.
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 $102.6 million reduction of our net deferred tax assets, recorded as additional income tax provision in 2017. In accordance with SAB 118, the measurement of certain of our deferred taxes was recorded provisionally, and may be adjusted within the next year.
As of December 31, 2017, our deferred tax balances for certain items, primarily including uncertain tax positions, NOLs expected to be utilized in carryback years and our inventory of tax credit carryforwards, did not require adjustment, as the value at which these amounts are expected to be realized was not affected by the enactment of the TCJA. As a result, approximately $78.4 million of our net deferred tax asset balance was not impacted by the corporate tax rate reduction.
The ultimate impact of the TCJA may differ from our provisional estimates due to, among other things, future guidance that may be issued, changes in our interpretation or assumptions with respect to reversal periods, the outcome of our potential settlement of the IRS Matter and future actions that we may take as a result of the new tax law . See “—Overview—Tax Cuts and Jobs Act” and Note 10 of Notes to Consolidated Financial Statements for additional information on the TCJA.
Based on our current understanding of the TCJA, we believe that our effective tax rate for 2018, excluding the impact of Discrete Items, will approximate the statutory rate of 21%. However, our effective tax rate may be affected by any return-to-provision adjustments for temporary differences recorded during 2018, because these adjustments will affect our current provision at a 35% rate while affecting our deferred provision at a 21% rate. Our return-to-provision adjustments are accounted for as Discrete Items and are generally recorded annually in the three-month period ending December 31. Because there may be future changes in interpretations of the TCJA and additional guidance issued, as well as changes in our assumptions or actions as a result of the TCJA, our actual future effective tax rate may differ from our initial estimates.
Our 2016 effective tax rate was slightly higher than the federal statutory rate of 35%, primarily as a result of the non-deductible portion of the purchase premium relating to our Convertible Senior Notes due 2017 and 2019. The increase was partially offset by the income tax benefit resulting from our return-to-provision adjustment. For 2015, the additional expense related to the accounting for uncertainty of income taxes and the impact of state and local income taxes was substantially offset by the tax benefit from the deductible portion of the premium associated with the purchases of Convertible Senior Notes due 2017.
Use of Non-GAAP Financial Measure.  In addition to the traditional GAAP financial measures, we have presented “adjusted pretax operating income,” a non-GAAP financial measure for the consolidated company, among our key performance indicators to evaluate our fundamental financial performance. This non-GAAP financial measure aligns with the way our business performance is evaluated by both management and by our board of directors. This measure has been established in order to increase transparency for the purposes of evaluating our core operating trends and enabling more meaningful comparisons with our peers. Although on a consolidated basis “adjusted pretax operating income” is a non-GAAP financial measure, for the reasons discussed above we believe this measure aids in understanding the underlying performance of our operations. Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of the Company’s business segments and to allocate resources to the segments.


93


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Adjusted pretax operating income is defined as GAAP consolidated pretax income (loss) from continuing operations excluding the effects of: (i) net gains (losses) on investments and other financial instruments; (ii) loss on induced conversion and debt extinguishment; (iii) acquisition-related expenses; (iv) amortization or impairment of goodwill and other intangible assets; and (v) net impairment losses recognized in earnings and losses from the sale of lines of business.
Although adjusted pretax operating income excludes certain items that have occurred in the past and are expected to occur in the future, the excluded items represent those that are: (i) not viewed as part of the operating performance of our primary activities or (ii) not expected to result in an economic impact equal to the amount reflected in pretax income. These adjustments, along with the reasons for their treatment, are described below.
(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).
Total adjusted pretax operating income is not a measure of total profitability, and therefore should not be considered in isolation or viewed as a substitute for GAAP pretax income. Our definition of adjusted pretax operating income may not be comparable to similarly-named measures reported by other companies.


94


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following table provides a reconciliation of the most comparable GAAP measure, consolidated pretax income from continuing operations, to our non-GAAP financial measure for the consolidated company, adjusted pretax operating income:
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.


95


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Results of Operations—Mortgage Insurance
During 2017, we continued our strategy of growing our mortgage insurance portfolio by writing insurance on mortgages with strong credit characteristics. At December 31, 2017 , we had $200.7 billion in IIF compared to $183.5 billion in IIF at December 31, 2016 . We also continued to focus on effectively managing our capital and liquidity positions. See “Liquidity and Capital Resources— Radian Group—Short-Term Liquidity Needs—Capital Support for Subsidiaries” and Note 1 of Notes to Consolidated Financial Statements for additional information.
The following table summarizes our Mortgage Insurance segment’s results of operations for the years ended December 31, 2017 , 2016 and 2015 :
 
 
 
$ 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.
Adjusted Pretax Operating Income. Our Mortgage Insurance segment’s adjusted pretax operating income for 2017 was $651.0 million , compared to $561.9 million for 2016 and $511.0 million for 2015 . Our results for 2017 compared to 2016 primarily reflect a decrease in the provision for losses and to a lesser extent, a decrease in interest expense. The increase in the segment’s adjusted pretax operating income was partially offset by higher other operating expenses. Our results for 2016 compared to 2015 primarily reflect an increase in net investment income and a decrease in interest expense, partially offset by the net impact of the 2016 Single Premium QSR Transaction.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

NIW, IIF, RIF
A key component of our current business strategy is to grow our mortgage insurance business by writing insurance on high credit quality mortgages in the U.S. Consistent with this objective, we wrote $53.9 billion of primary new mortgage insurance in 2017, compared to $50.5 billion of NIW in 2016. The NIW written on a Flow Basis in 2017 was Radian’s highest volume in its history. The combination of our NIW and a higher Persistency Rate resulted in an increase in IIF, from $183.5 billion at December 31, 2016 to $200.7 billion at December 31, 2017, as shown in the chart below. Policy years represent the original policy years, and have not been adjusted to reflect subsequent HARP refinancing activity.
IMAGE13INSURANCEINFORC1217.JPG
The 7.0% increase in NIW for 2017 compared to 2016 is primarily attributable to an overall increase in purchase mortgage originations and an increase in our share of the mortgage insurance market, partially offset by decreased refinance originations.
We believe total mortgage origination volume was lower for 2017, as compared to 2016, primarily due to a decrease in refinance mortgage originations resulting from the slightly higher interest rate environment, partially offset by an increase in home purchase mortgage volume due to favorable economic conditions. Because the penetration rate for mortgage insurance is generally three to five times higher on purchase originations than on refinancing transactions, the mortgage insurance market was slightly larger for 2017, compared to 2016, despite the decline in total mortgage origination volume.
Although it is difficult to project future volumes, industry sources expect the mortgage origination market in 2018 to decline approximately 5% compared to 2017, driven by a decline in refinance originations of approximately 26% as a result of higher anticipated interest rates, partially offset by an expected increase in purchase originations of approximately 7%. Given our expected penetration rates, we expect the private mortgage insurance market to be only modestly smaller in 2018 compared to 2017. Based on industry forecasts and our projections, we expect our NIW in 2018 to be approximately $50 billion .
The mortgage loans underlying our RIF originated after 2009 possess significantly improved credit characteristics compared to our portfolio originated before 2009. See “Characteristics of Mortgage Insurance Portfolio” below. For example, FICO scores for the borrowers of our current portfolio of insured mortgages are higher, and there are fewer loans with LTVs greater than 95%.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The table below illustrates the composition of our direct primary mortgage insurance RIF at December 31, 2017 compared to selected prior years, based on various risk characteristics.
IMAGE14IMPROVEDCHARACTER1217.JPG
Recently, NIW on mortgage loans with LTVs greater than 95% has been increasing throughout the industry. In general, borrowers who purchase a home with mortgage insurance tend to have higher LTVs than borrowers who refinance with mortgage insurance. With purchase volume becoming a larger proportion of total originations and access to credit continuing to steadily expand, the proportion of higher-LTV lending in the market has increased. As further described below, additional primary factors contributing to an increase in the industry’s NIW on mortgage loans with LTVs greater than 95% include: (i) GSE program enhancements (as further discussed below) and guideline changes and (ii) recent lender response to market demands, particularly in light of increasing demand from first-time home buyers. These primary drivers have been further supported by FHA regulatory enforcement actions that may cause lenders to choose GSE execution over the FHA, as well as the widespread private mortgage insurance pricing changes that occurred in the first half of 2016.
As the demand from first-time home buyers has increased, the mortgage industry has been responding by expanding high-LTV lending. Recently enhanced GSE programs, including Fannie Mae’s HomeReady program and Freddie Mac’s Home Possible and Home Possible Advantage programs, are designed to make home ownership more affordable for low- to moderate-income borrowers, particularly in low-income or under-served communities. These programs include features such as: (i) lower down payments; (ii) gifts and grants as an approved source of funds for down payment and closing costs; (iii) improved affordability through a reduced mortgage insurance coverage requirement and GSE risk-based pricing waivers; and (iv) homeownership education options. As a result of all of these factors, home purchases by first-time home buyers, who traditionally require mortgage loans with higher LTVs and may have higher debt-to-income ratios, are becoming an increasingly significant portion of the total market.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

As a percentage of our total NIW, the level of our purchase origination volume increased and our refinance origination volume decreased during 2017, compared to 2016. As a percentage of our total NIW, the volume of our NIW on mortgage loans with LTVs greater than 95% also increased during 2017, compared to 2016, primarily driven by the various factors discussed above. Despite these recent volume increases, the portion of our overall portfolio comprised of loans with LTVs greater than 95% has not significantly changed. During the second half of 2017, we also began to observe an increase in mortgage loans with higher debt-to-income ratios, including mortgage loans with debt-to-income ratios greater than 45%. However, based on our currently expected credit losses, we do not believe that these recent changes have materially impacted the overall credit quality of our portfolio.
Historical loan data indicates that credit scores and underwriting quality are key drivers of credit performance. As illustrated by the preceding chart, the FICO scores and internal risk grades of our primary RIF has significantly improved in business written after 2008. In addition, we have limited layered risk that combines multiple higher-risk attributes within the same loan, specifically low FICO scores combined with other higher risk characteristics, such that, for example, a de minimis amount of our primary RIF originated after 2008 relates to mortgages with (i) FICO scores less than 680 combined with cash-out refinancings or original LTVs greater than 95% or (ii) FICO scores less than or equal to 720 on an investment property or second home.
The chart below illustrates the composition of our direct primary mortgage insurance RIF at December 31, 2017 , based on origination vintages.
IMAGE15MORTGAGECOMP1217.JPG
______________________
(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.


99


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Our expected future losses on our portfolios written after 2008, together with HARP refinancings, are significantly lower than those experienced on our NIW prior to 2009. The following charts illustrate the trends of our cumulative incurred loss ratios by year of origination and development year.
IMAGE16INCURREDLOSSES1217.JPG
______________________
(1)
Represents inception-to-date losses incurred as a percentage of net premiums earned.
The following tables provide selected information as of and for the periods indicated related to mortgage insurance NIW, RIF and IIF. Policy years represent the original policy years, and have not been adjusted to reflect subsequent HARP refinancing activity. Throughout this report, unless otherwise noted, RIF is presented on a gross basis and includes the amount ceded under reinsurance. NIW, RIF and IIF for direct Single Premiums include policies written on an individual basis (as each loan is originated) and on an aggregated basis (in which each individual loan in a group of loans is insured in a single transaction, typically after the loans have been originated).
 
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
%
 
 
 
 
 
 
 
 
 
 
 
 


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

 
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.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

 
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.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

 
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.
Net Premiums Written and Earned. Net premiums written in 2017 increased compared to 2016, primarily due to a decrease in ceded premiums written, combined with the increase in our IIF. Net premiums written decreased in 2016 compared to 2015, primarily due to $233.2 million of ceded premiums written under the 2016 Single Premium QSR Transaction, partially offset by the increase in our IIF in 2016.
Ceded premiums written in all years included the cession of premiums from prior years’ vintages. Ceded premiums written in 2017 included a $145.7 million increase due to the amendment of the 2016 Single Premium QSR Transaction effective as of 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%. Ceded premiums written in 2016 included the implementation of the 2016 Single Premium QSR Transaction, effective as of January 1, 2016. At its initial implementation, the 2016 Single Premium QSR Transaction resulted in ceding certain Single Premium IIF written from January 1, 2012 to January 1, 2016, which negatively impacted net premiums written in 2016. See Note 8 of Notes to Consolidated Financial Statements for additional information regarding our reinsurance transactions.
Net premiums earned increased in 2017, compared to 2016, primarily as a result of increased IIF and decreased ceded premiums, net of profit commissions, partially offset by less accelerated revenue recognition due to fewer Single Premium Policy cancellations during 2017.
Net premiums earned increased in 2016, compared to 2015, primarily as a result of the impact of the accelerated recognition of premiums earned on Single Premium Policies that were cancelled during the year, which was higher than in 2015. This increase was partially offset by increased ceded premiums, net of profit commission, primarily associated with the 2016 Single Premium QSR Transaction. Net premiums earned were also impacted by our increased level of IIF in 2016, as compared to 2015.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The table below provides additional information about the components of net premiums earned for the periods indicated.
(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

 
 
 
 
 
 
We experienced a decrease in our total mix of Single Premium Policies to 23% of our NIW for 2017, as compared to 27% for 2016. We expect our production level for Single Premium Policies to vary over time based on various factors, which include risk-return and risk-mix considerations, as well as market conditions.
We enter into reinsurance transactions as a cost-effective strategy to efficiently manage our capital position and risk profile, including managing Radian Guaranty’s Risk-to-capital and its position under the PMIERs financial requirements. In the first quarter of 2016, Radian Guaranty entered into the 2016 Single Premium QSR Transaction in order to proactively manage the risk and return profile of Radian Guaranty’s insured portfolio and to manage its position under the PMIERs financial requirements. Radian Guaranty began ceding business under this agreement effective January 1, 2016.
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. As of the effective date, the result of this amendment increased the amount of risk ceded on Single Premium Policies, including for the purposes of calculating any future ceding commissions and profit commissions that Radian Guaranty will earn. It will also increase the future amounts of ceded earned premiums and ceded losses. See “Liquidity and Capital Resources— Radian Group—Short-Term Liquidity Needs ” for more information about the impact of the 2016 Single Premium QSR Transaction amendment on our PMIERs financial requirements.
On December 31, 2017, our ability to cede Single Premium NIW under the 2016 Single Premium QSR Transaction expired. In anticipation of this expiration, in October 2017 we entered into the 2018 Single Premium QSR Transaction. Under the 2018 Single Premium QSR Transaction, beginning with the business written in January 2018, we expect to cede 65% of our Single Premium NIW, subject to certain conditions and a limitation on ceded premiums written equal to $335 million for policies issued between January 1, 2018 and December 31, 2019.
The 2016 and 2018 Single Premium QSR Transactions are expected to increase Radian Guaranty’s return on required capital for its Single Premium Policies. In future periods, the impact of these transactions will vary depending on the level of ceded RIF, as well as the levels of prepayments and incurred losses on the reinsured portfolio, among other factors.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following table provides information related to the premium impact of our reinsurance transactions. See Note 8 of Notes to Consolidated Financial Statements for more information about our reinsurance transactions, including the ceded amounts related to the QSR Transactions.
 
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
%
Net Investment Income.  For 2017, net investment income increased compared to 2016, as we have continued to refine our investment liquidity targets and cash management strategies, consistent with rising short-term rates and an increased book yield in our portfolio. Net investment income increased in 2016 compared to 2015, primarily due to our extending portfolio duration as we progressed toward more fully investing our portfolio. All periods include an allocation to the Mortgage Insurance segment of net investment income from investments held at Radian Group.
Provision for Losses. The following table details the financial impact of the significant components of our provision for losses for the periods indicated :
 
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.
Our mortgage insurance provision for losses for 2017 decreased by $68.0 million as compared to 2016 . Reserves established for new default notices were the primary driver of our total incurred losses for 2017 and 2016 . Current year primary defaults increased by 5.9% for 2017, compared to 2016, due to elevated new default notices in 2017 in the FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two natural disasters, which occurred during the third quarter of 2017. Due to exclusions in our Master Policies for physical damage, including damage caused by floods or physical damage, we do not believe that these elevated defaults will result in a material number of incremental claims paid. As a result, based on our past experience with similar natural disasters, we assumed a 3% gross Default to Claim Rate for new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two natural disasters. Radian has been working with loan servicers to obtain information about forbearance plans and the status of the properties. See “—Overview” for additional information.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

For all areas other than FEMA Designated Areas associated with Hurricanes Harvey and Irma, the number of total new primary mortgage insurance defaults in our insured portfolio decreased by 7.2%, as compared to 2016. Our gross Default to Claim Rate assumption for new primary defaults, excluding the new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two natural disasters, was 10% as of December 31, 2017 , compared to 12% as of December 31, 2016 . This reduction in estimated gross Default to Claim Rate assumptions, which was based on observed trends, contributed to the reduction in the portion of our provision for losses related to new defaults in 2017 , compared to 2016 . In addition, the 2017 provision on current year defaults includes approximately $14 million related to pool commutations.
In addition to the positive trends in our provision for losses for current year defaults for 2017 and 2016, we experienced positive reserve development on prior year defaults, primarily due to reductions in certain Default to Claim Rate assumptions based on observed trends of higher Cures than were previously estimated on those prior year defaults.
Our mortgage insurance provision for losses for 2016 increased by $5.8 million as compared to 2015. Reserves established for new default notices were the primary driver of our total incurred losses for 2016 and 2015 . Current year primary new defaults decreased by 4.9% for 2016 , compared to 2015 . In addition, our gross Default to Claim Rate assumption for new primary defaults was 12% as of December 31, 2016 , compared to 13% as of December 31, 2015 . This reduction in estimated Default to Claim Rates, which was based on observed claim development trends, contributed to the reduction in the portion of our provision for losses related to new defaults in 2016 , as compared to 2015 .
The impact of the reductions in losses for current year defaults in 2016 was partially offset by a decline in the favorable reserve development from prior year defaults, which, although still positive, provided significantly less of a benefit to our provision for losses in 2016 as compared to 2015. The favorable development on prior year defaults observed in 2016 was driven primarily by a decrease in our actual and estimated Default to Claim Rate assumptions on prior year defaults, as a result of higher Cures than were previously estimated, partially offset by a decline in our estimates for future Rescissions and Claim Denials. The $29.6 million favorable development on prior year defaults observed in 2015 was driven primarily by a decrease in our actual and estimated Default to Claim Rate assumptions on prior year defaults, as a result of higher Cures than were previously estimated, partially offset by a decline in our estimates for future Rescissions and Claim Denials.


106


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following table shows the number of primary loans that we have insured, the number of primary and pool loans in default and the percentage of primary loans in default as of the dates indicated:
 
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.
For all areas other than the FEMA Designated Areas associated with Hurricanes Harvey and Irma, we currently expect total new defaults for 2018 to continue to decrease, although the rate of decrease may moderate. This is due, in part, to the shift in our portfolio composition toward more recent vintages for which we expect increasing levels of new defaults, consistent with typical default seasoning patterns.


107


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following table shows a rollforward of the number of our primary loans in default, including new defaults from our Legacy Portfolio and Post-legacy Portfolio:
 
 
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:
 
Year Ended December 31,
 
2017
 
2016
 
2015
New defaults
8,862

 
3,852

 
4,017

Cures
4,366

 
3,727

 
3,993

(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.
Our aggregate weighted-average net Default to Claim Rate assumption for our primary loans used in estimating our reserve for losses, which is net of estimated Claim Denials and Rescissions, was approximately 31% , 42% and 46% , at December 31, 2017 , 2016 and 2015 , respectively. The change in our Default to Claim Rate in 2017 resulted primarily from the lower Default to Claim Rate of 3% on new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma subsequent to those two natural disasters. We develop our Default to Claim Rate estimates on defaulted loans based on models that use a variety of loan characteristics to determine the likelihood that a default will reach claim status. Our Default to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans, as measured by the progress toward foreclosure sale and the number of months in default. As of December 31, 2017, our gross Default to Claim Rate assumptions for our primary portfolio, other than for new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two natural disasters, ranged from 10% for new defaults, up to 62% for other defaults not in foreclosure stage, and 81% for Foreclosure Stage Defaults. As of December 31, 2016, these gross Default to Claim Rate assumptions were 12% for new defaults, up to 62% for other defaults not in foreclosure stage, and 81% for Foreclosure Stage Defaults.


108


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

The following tables show additional information about our primary loans in default as of the dates indicated:
 
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%
______________________
N/A – Not applicable


109


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Our net Default to Claim Rate and loss reserve estimate incorporates our expectations with respect to future Rescissions, Claim Denials and Claim Curtailments. Our estimate of such net future Loss Mitigation Activities reduced our loss reserve as of December 31, 2017 and 2016 by approximately $21 million and $39 million , respectively. These expectations are based primarily on our recent experience with respect to the number of claims that have been denied due to the policyholder’s failure to submit sufficient documentation to perfect a claim within the time period permitted under our Master Policies and also our recent experience with respect to the number of insurance certificates that have been rescinded due to fraud, underwriter negligence or other factors. See Note 11 of Notes to Consolidated Financial Statements.
The impact to our mortgage insurance reserves due to estimated future Rescissions, Claim Denials and Claim Curtailments incorporates our expectations regarding the number of policies that we expect to reinstate as a result of our claims rebuttal process. The level of Loss Mitigation Activities has been declining in recent periods as our defaulted Legacy Portfolio continues to decline, and we expect this trend to continue.
Our reported Rescission, Claim Denial and Claim Curtailments activity in any given period is subject to challenge by our lender and servicer customers through our claims rebuttal process. In addition, we are at times engaged in discussions with our lender and servicer customers regarding our Loss Mitigation Activities. Unless a liability associated with such activities or discussions becomes probable and can be reasonably estimated, we consider our claim payments and our Rescissions, Claim Denials and Claim Curtailments to be resolved for financial reporting purposes. In accordance with the accounting standard regarding contingencies, we accrue for an estimated loss when we determine that the loss is probable and can be reasonably estimated.
On September 16, 2014, Radian Guaranty entered into the BofA Settlement Agreement in order to resolve various actual and potential claims or disputes related to the parties’ respective rights and duties as to mortgage insurance coverage on the specific population of loans covered by the agreement. Implementation of the agreement commenced on February 1, 2015 and cash payments under the agreement were substantially completed by December 31, 2015. We do not expect the BofA Settlement Agreement to have a material impact on our future results of operations or cash flows. See Note 11 of Notes to Consolidated Financial Statements for additional information about the BofA Settlement Agreement.
We expect that a portion of previously rescinded policies will be reinstated and previously denied claims will be resubmitted with the required documentation and ultimately paid; therefore, we have incorporated this expectation into our IBNR reserve estimate. Our IBNR reserve estimate was $10.4 million , $14.3 million and $26.6 million at December 31, 2017 , 2016 and 2015 , respectively.
Factors that impact the severity of a claim include, but are not limited to: (i) the size of the loan; (ii) the amount of mortgage insurance coverage placed on the loan; (iii) the amount of time between default and claim during which we are expected to cover interest (capped at two years under our Prior Master Policy and capped at three years under our 2014 Master Policy) and certain expenses; and (iv) the impact of certain loss management activities with respect to the loan. The average Claim Severity experienced for loans covered by our primary insurance was 104.7% for 2017 , compared to 104.1% in 2016 and 105.8% in 2015 .
Our mortgage insurance total loss reserve as a percentage of our mortgage insurance total RIF was 1.0% at December 31, 2017 , compared to 1.6% at December 31, 2016 and 2.1% at December 31, 2015 . See Note 11 of Notes to Consolidated Financial Statements for information regarding our reserves for losses by category and a reconciliation of our Mortgage Insurance segment’s beginning and ending reserves for losses and LAE.
Our primary reserve per default (calculated as primary reserve excluding IBNR and other reserves divided by the number of primary defaults) was $17,103 , $22,503 and $24,019 at December 31, 2017 , 2016 and 2015 , respectively. The $17,103 primary reserve per default at December 31, 2017, includes the impact of reserves and defaults related to the FEMA Designated Areas associated with Hurricanes Harvey and Irma. Excluding the impact from new defaults received subsequent to Hurricanes Harvey and Irma in these FEMA Designated Areas, this amount would be approximately $20,500.


110


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Total mortgage insurance claims paid in 2017 of $390.4 million have decreased from claims paid of $417.6 million in 2016 , primarily due to the decline in the outstanding default inventory, partially offset by the payment of $54.8 million that, as expected, was made during 2017 in connection with the scheduled final settlement of the Freddie Mac Agreement. See “Liquidity and Capital Resources— Mortgage Insurance ” for more information. Total mortgage insurance claims paid in 2016 of $417.6 million decreased from claims paid of $764.7 million in 2015, primarily due to the completion of the reinstatement activities required by the BofA Settlement Agreement, which increased claims paid from February 2015 through December 31, 2015. Although expected claims are included in our reserve for losses, the timing of claims paid is subject to fluctuation from period to period, based on the rate that defaults cure and other factors (as described in “Item 1. Business—Mortgage Insurance—Defaults and Claims”) that make the timing of paid claims difficult to predict. Depending on those factors, we currently expect to pay claims of less than $300 million for the full year of 2018 , excluding any payments negotiated under future commutation agreements.
The following table shows net claims paid by product and the average claim paid by product for the periods indicated:
 
 
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.


111


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Notwithstanding historical trends, our portfolio originated before 2009 experienced default and claim activity sooner and to a significantly greater extent than had been the case historically for our books of business prior to the financial crisis. For the periods indicated, the following tables show: (i) cumulative direct claims paid by us on our primary insured book of business at the end of each successive year after origination, expressed as a percentage of the cumulative premiums written by us in each year of origination and (ii) direct claims paid by policy origination year. Direct claims paid represent first-lien claims paid prior to reinsurance recoveries and captive termination payments, and exclude LAE expenses.
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.
Other Operating Expenses.  Other operating expenses for 2017, as compared to 2016, reflect an increase primarily due to: (i) increases in technology expenses associated with a significant investment in upgrading our systems; (ii) higher allocated corporate operating expenses, primarily due to expenses associated with the retirement and consulting agreements entered into with our former Chief Executive Officer; (iii) expenses accrued to defend and resolve certain outstanding legal matters; and (iv) a decrease in ceding commissions. These increases were partially offset by lower compensation expense in 2017, including variable incentive-based compensation.
Other operating expenses for 2016 decreased compared to 2015, primarily as a result of the benefit of ceding commissions from the 2016 Single Premium QSR Transaction, partially offset by increases in compensation-related expense and technology expenses associated with a significant investment in upgrading our systems.


112


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Interest Expense. These amounts reflect the allocated portion of interest on Radian Group’s long-term debt to our Mortgage Insurance segment, excluding the Senior Notes due 2019. The allocated interest decreased in 2017 and 2016 compared to 2015. These decreases were primarily due to the capital management transactions described in “—Results of Operations—Consolidated—Interest Expense.”
Results of Operations—Services
The following table summarizes our Services segment’s results of operations for the years ended December 31, 2017 , 2016 and 2015 :
 
 
 
 
 
 
 
$ 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.
Our Services segment 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, primarily through Clayton and its subsidiaries, including Green River Capital, Red Bell and ValuAmerica. In connection with the restructuring of our Services business, we have refined our Services business strategy going forward to focus on our core mortgage and real estate services. These services provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate.
The services that we will no longer offer as a result of restructuring our Services business have not had a material impact on our consolidated cash flows or results of operations in recent periods. Therefore, as compared to our results in 2016 or 2015, there was no material impact on our consolidated cash flows or results of operations from discontinuing these services. See “Overview—Operating Environment and Business Strategy” for more information. See Note 1 of Notes to Consolidated Financial Statements, “Item 1. Business—Services—Services Business Overview” and “Overview— Other 2017 Developments ” for additional information regarding the Services segment.
Adjusted pretax operating income (loss) . Our Services segment’s adjusted pretax operating loss was $33.8 million in 2017 compared to adjusted pretax operating losses of $20.2 million in 2016 and $0.2 million in 2015. The increase in our adjusted pretax operating loss in 2017, as compared to 2016, was primarily driven by: (i) restructuring and other exit costs and (ii) decreased gross profit, as discussed further below. The increase in our adjusted pretax operating loss in 2016 as compared to 2015 was primarily driven by: (i) increases in other operating expenses and (ii) decreases in gross profit.


113


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Services Revenue.  Revenue decreased in 2017, as compared to 2016, primarily due to the decline in volume in: (i) loan review; (ii) REO asset management; and (iii) servicer and loan surveillance services. The decline in loan review volume was primarily driven by a decline in demand for outsourcing because the market decline in refinance origination volume has provided our customers with excess internal capacity to perform these services in-house. The decline in REO asset management volume was primarily driven by a decline in REO asset inflow reflecting current market conditions. Our surveillance business is transactional and the decrease in surveillance services volume was primarily due to fewer transactions and pricing changes with one of our top 10 Services customers. These decreases were partially offset by an increase in title and settlement services and an increase in valuation services.
Revenue increased in 2016 as compared to 2015, primarily due to the inclusion of a full year of operations in 2016 for Red Bell and ValuAmerica, which were acquired in March 2015 and October 2015, respectively. This increase was partially offset by decreased activity in the single family rental securitization market and slight decreases in loan review and surveillance services.
For the year ended December 31, 2017 , the top 10 Services customers (which include our affiliates) generated approximately 49% of the Services segment’s revenues, as compared to 52% for 2016 and 48% for 2015 . Approximately 4% , 5% and 4% of services revenue on a segment basis for the years ended December 31, 2017 , 2016 and 2015 , respectively, related to sales to our affiliates, and has been eliminated in our consolidated results. The largest single customer generated approximately 11% of the services revenue for the years ended December 31, 2017 and December 31, 2016 , as compared to 9% for the year ended December 31, 2015.
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 and 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.  For both the years ended December 31, 2017 and 2016 our gross profit on services represented 35% of total Services revenue. Gross profit in 2017 was primarily impacted by the shift in mix of services, including a decline in revenue related to REO asset management and a decline in servicer and loan surveillance revenue, partially offset by: (i) an increase in title and settlement services; (ii) an increase in valuation services; and (iii) a reduction in cost of services related to the restructuring actions taken during 2017. Gross profit on services decreased from 40% in 2015 to 35% in 2016 primarily due to a shift in the mix of services and a decrease in higher margin services revenue volumes.
Other Operating Expenses. Other operating expenses primarily consist of compensation costs not classified as cost of services because they are related to employees, such as sales and corporate employees, who are not directly involved in providing client services. Compensation-related costs for 2017 represented 50% of the segment’s other operating expenses, compared to 55% and 57% for 2016 and 2015, respectively. Compensation-related costs for 2017 compared to 2016 and 2015 decreased as a percentage of other operating expenses, primarily because of a reduction in force in 2016, combined with the restructuring actions taken in 2017.
Although compensation-related costs for 2016 compared to 2015 decreased as a percentage of other operating expenses, primarily due to a reduction in force during 2016, the decrease was partially offset by increased expenses in 2016 associated with ValuAmerica and Red Bell which were acquired in October 2015 and March 2015, respectively, as well as, to a lesser extent, an increase in underwriting expenses.
Other operating expenses also include other selling, general and administrative expenses, depreciation, and allocations of corporate general and administrative expenses. Other operating expenses for 2017 include allocations of corporate operating expenses of $14.3 million , compared to $8.5 million and $4.8 million for 2016 and 2015, respectively. The increase in 2017, as compared to 2016, is primarily due to: (i) an increase in total corporate expenses, primarily due to expenses associated with the retirement and consulting agreements entered into with our former Chief Executive Officer and (ii) an increase in the proportion of corporate expenses allocated to the Services segment. The increase in 2016, as compared to 2015, is primarily due to an increase in the portion of corporate expense allocated to the Services segment.
Restructuring and other exit costs. Restructuring and other exit costs were incurred in 2017 and include charges associated with our plan to restructure the Services business. The portion of these charges that are included in adjusted pretax operating income are primarily due to severance and related benefit costs. See “—Overview” for more information.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Contractual Obligations and Commitments
We have various contractual obligations that are recorded as liabilities in our consolidated financial statements. Other items, including payments under operating lease agreements, are not recorded on our consolidated balance sheets as liabilities but represent a contractual commitment to pay.
The following table summarizes certain of our contractual obligations and commitments, including our expected claim payments on insurance policies and interest payments on debt obligations, as of December 31, 2017 , and the future periods in which such obligations are expected to be settled in cash. Additional details regarding these obligations are provided in the narrative following the table and in the Notes to Consolidated Financial Statements that are referenced in the table.
 
 
 
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.
Other Contractual Obligations and Commitments
In addition to the contractual obligations set forth in the table above, we have the following material contractual obligations and commitments.
Affiliate Guaranty/Indemnification Agreements . We and certain of our subsidiaries have entered into the following intercompany guarantees:
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 .


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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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.
In the ordinary course of business, Radian enters into agreements pursuant to which we may be obligated under specified circumstances or upon the occurrence of certain events to indemnify the counterparties with respect to certain matters. The terms and amount of indemnification are negotiated on a transaction by transaction basis, but generally the circumstances of the transaction and/or the contract provisions are such that we believe the exposure to material liability is remote.
Off-Balance Sheet Arrangements
We participate in securities lending agreements for the purpose of increasing the yield on our investment securities portfolio with minimal incremental risk. Pursuant to these agreements, we loan to Borrowers certain securities that are held as part of our investment portfolio. For a complete discussion of our securities lending agreements, including the effect of these agreements on our liquidity and risks related to these agreements, see Note 6 of Notes to Consolidated Financial Statements and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”
Liquidity and Capital Resources
Radian Group—Short-Term Liquidity Needs
Radian Group serves as the holding company for our insurance and other subsidiaries and does not have any operations of its own. At December 31, 2017, Radian Group had available, either directly or through an unregulated subsidiary, unrestricted cash and liquid investments of approximately $229 million . This amount: (i) includes $88.6 million deposited with the IRS (which may be recalled by us at any time) in connection with the IRS Matter and (ii) includes certain additional cash and liquid investments that are expected to be received by Radian Group from our subsidiaries for corporate expenses and interest payments. Total liquidity, which includes our undrawn $225 million unsecured revolving credit facility entered into in October 2017, was $454 million as of December 31, 2017. See “— Sources of Liquidity ” below. Borrowings under the credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives. See Note 12 of Notes to Consolidated Financial Statements for additional details.
Available holding company liquidity was reduced during 2017, primarily due to (i) $100 million of cash and marketable securities that Radian Group transferred to Radian Guaranty in December 2017 in exchange for an intercompany Surplus Note; (ii) estimated tax payments made by Radian Group; and (iii) the impacts of some of the capital and liquidity actions discussed below. While the estimated tax payments reduced available holding company liquidity, a significant portion created alternative minimum tax credit carryforwards that can either be utilized in future periods to offset Radian Group’s federal tax payments or become fully refundable by tax year 2021. A substantial portion of the estimated tax payments paid in 2017 was reimbursed to Radian Group through its tax-sharing agreement with its subsidiaries.
During 2017, we completed a series of transactions that strengthened our capital and liquidity position and improved our financial flexibility. This series of capital and liquidity actions included:
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.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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The results of these capital management transactions are summarized as follows:
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.
The chart below shows our debt maturity profile at December 31, 2017 compared to December 31, 2016.
IMAGE17DEBTMATURITY1217.JPG


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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The chart below illustrates the improvement in Radian’s debt-to-capital ratio from 27.1% at December 31, 2016 to 25.5% at December 31, 2017.
IMAGE18EQUITYDEBTCAPRAT1217.JPG
On August 9, 2017, Radian Group’s board of directors renewed its share repurchase program and authorized the Company to spend up to $50 million to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. As of December 31, 2017, the full purchase authority of up to $50 million remained available under this program, which expires on July 31, 2018. See Note 14 of Notes to Consolidated Financial Statements for additional details.
Radian Group’s principal liquidity demands for the next 12 months are expected to include: (i) the payment of corporate expenses, including taxes; (ii) interest payments on our outstanding long-term debt; (iii) as discussed further below, payments to the U.S. Treasury resulting from the IRS Matter if a compromised settlement with the IRS is reached; and (iv) the payment of dividends on our common stock. Radian Group’s liquidity demands for the next 12 months or in future periods could also include (i) the potential use of up to $50 million to repurchase Radian Group common stock pursuant to the existing share repurchase program, (ii) capital support for Radian Guaranty and our other mortgage insurance subsidiaries; (iii) repurchases or early redemptions of portions of our long-term debt and (iv) potential investments to support our strategy for growing our businesses. We anticipate that our remaining federal NOL carryforwards as of December 31, 2017 will be fully utilized during 2018.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Corporate Expenses and Interest Expense . Radian Group has expense-sharing arrangements in place with its principal operating subsidiaries that require those subsidiaries to pay their allocated share of certain holding-company-level expenses, including interest payments on most of our outstanding long-term debt. Payments of these corporate expenses for the next 12 months, excluding interest payments on our long-term debt, are expected to be approximately $64 million , most of which is expected to be reimbursed by our subsidiaries under our expense-sharing arrangements. For the same period, payments of interest on our long-term debt are expected to be approximately $55 million , most of which is expected to be reimbursed by our subsidiaries under our expense-sharing arrangements. See “ —Radian Group—Long-Term Liquidity Needs—Services. ” The expense-sharing arrangements between Radian Group and our insurance subsidiaries, as amended, have been approved by the Pennsylvania Insurance Department, but such approval may be modified or revoked at any time.
Capital Support for Subsidiaries . Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain eligible insurers of loans purchased by the GSEs. Radian Guaranty currently is an approved mortgage insurer under the PMIERs, and is in compliance with the PMIERs financial requirements. At December 31, 2017, Radian Guaranty’s Available Assets under the PMIERs totaled approximately $3.7 billion , resulting in an excess or “cushion” of approximately $450 million , or 14% , over its Minimum Required Assets of approximately $3.2 billion . Both 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 an intercompany Surplus Note contributed to the increase in the amount of Radian Guaranty’s cushion under the PMIERs financial requirements as compared to September 30, 2017. See Note 19 of Notes to Consolidated Financial Statements for additional details. Available Assets also increased due to net cash provided by operating activities.
The PMIERs require Radian to maintain significantly more Minimum Required Assets for delinquent loans than for performing loans. Therefore, the increase in reported delinquencies from hurricane-affected areas resulted in an increase of approximately $100 million in the Company’s Minimum Required Assets as of December 31, 2017, compared to September 30, 2017, as a result of increased new primary defaults received subsequent to those two disasters. The Company expects these Minimum Required Assets to decrease, given the expectation that most of the hurricane-related defaults will cure within the next 12 months.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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IMAGE19PMIERSCUSHION1217.JPG
______________________
(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.
The PMIERs specifically provide that the factors that are applied to determine a mortgage insurer’s Minimum Required Assets may be updated every two years. Radian Guaranty received a summary of proposed changes to the PMIERs on December 18, 2017. Based on this initial summary, which remains subject to comment by the private mortgage insurance industry, it is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs financial requirements. Radian expects to be able to fully comply with the proposed PMIERs and to maintain an excess of Available Assets over Minimum Required Assets under the PMIERs as of the expected effective date in late 2018, without a need to take further actions to do so. This expectation is not dependent upon the existing intercompany Surplus Note, but is based on the current form of the proposed PMIERs, our projections for continued positive operating results in 2018, our strong capital position, and the benefits of our reinsurance programs. See Note 1 of Notes to Consolidated Financial Statements for additional information about the PMIERs. If our projections turn out to be inaccurate, our holding company liquidity of $229 million and the $225 million unsecured revolving credit facility could be utilized to enhance Radian Guaranty’s PMIERs cushion, as necessary.
Radian Guaranty’s Risk-to-capital as of December 31, 2017 was 12.8 to 1. See Note 19 of Notes to Consolidated Financial Statements for more information. Our combined Risk-to-capital, which represents the consolidated Risk-to-capital measure for all of our Mortgage Insurance subsidiaries, was 12.1 to 1 as of December 31, 2017 . Radian Guaranty is not expected to need additional capital to satisfy state insurance regulatory requirements in their current form.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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The NAIC is in the process of reviewing the minimum capital and surplus requirements for mortgage insurers and considering changes to the Model Act. In May 2016, a working group of state regulators released an exposure draft of a risk-based capital framework to establish capital requirements for mortgage insurers. While the timing and outcome of this process is not known, in the event the NAIC adopts changes to the Model Act, we expect that the capital requirements in states that adopt the new Model Act may increase as a result of the changes. However, we continue to believe the changes to the Model Act will not result in financial requirements that require greater capital than the level currently required under the PMIERs financial requirements.
In the event the cash flow from operations of the Services segment is not adequate to fund all of its needs, Radian Group may provide additional funds to the Services segment in the form of a capital contribution or an intercompany note. See also “— Services. ” Additional capital support may also be required for potential investments in new business initiatives to support our strategy of growing our businesses.
Dividends . Our quarterly common stock dividend currently is $0.0025 per share and, based on our current outstanding shares of common stock, we would require approximately $2.2 million in the aggregate to pay our quarterly dividends for the next 12 months. Radian Group is not subject to any limitations on its ability to pay dividends except those generally applicable to corporations that are incorporated in Delaware. Delaware corporation law provides that dividends are only payable out of a corporation’s capital surplus or (subject to certain limitations) recent net profits. As of December 31, 2017 , our capital surplus was $3.0 billion , representing our dividend limitation under Delaware law.
IRS Matter. In addition to the items discussed above, in the event a final judgment or compromised settlement agreement is reached in Radian Group’s ongoing dispute with the IRS related to the Deficiency Amount from the examination of our 2000 through 2007 consolidated federal income tax returns, Radian Group may be required to make a payment to the U.S. Treasury. Radian Group will not be reimbursed for any portion of this potential payment under the tax-sharing arrangements with its subsidiaries, as a result of an intercompany assumption and indemnification agreement related to certain of these Deficiency Amounts. During 2016, we held several meetings with the IRS in an attempt to reach a compromised settlement on the issues presented in our dispute. In October 2017, the parties informed the Tax Court that they believe they have reached agreement in principle on all issues in the dispute. In November 2017, as required by law, the agreement was reported to the JCT for review. The agreement cannot be finalized until the IRS considers the views, if any, expressed by the JCT about the matter. If we are unable to complete a compromised settlement, then the ongoing litigation could take several years to resolve and may result in substantial legal expenses. We can provide no assurance regarding the outcome of any such litigation or whether a compromised settlement with the IRS will ultimately be reached. As such, there remains significant uncertainty with regard to the amount and timing of any potential payments. See Note 10 of Notes to Consolidated Financial Statements for additional information regarding the IRS matter.
Sources of Liquidity. In addition to available cash and marketable securities, Radian Group’s principal sources of cash to fund future short-term liquidity needs include payments made to Radian Group under expense- and tax-sharing arrangements with its subsidiaries. See also “ —Radian Group—Long-Term Liquidity Needs—Services .” Under the provisions of its tax-sharing agreement with its subsidiaries, Radian Group may also receive cash as a result of certain of our operating subsidiaries generating tax liabilities and related payments that are in excess of Radian Group’s consolidated payment obligation to the U.S. Treasury.
In addition to the primary sources of liquidity listed above, on October 16, 2017, Radian Group entered into a three-year, $225 million unsecured revolving credit facility with a syndicate of bank lenders. Borrowings under the credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives. At December 31, 2017, the full $225 million remains undrawn and available under the facility. See Note 12 of Notes to Consolidated Financial Statements for additional information.
If Radian Group’s current sources of liquidity are insufficient for Radian Group to fund its obligations during the next 12 months, or if we otherwise decide to increase our liquidity position, Radian Group may seek additional capital by incurring additional debt, by issuing additional equity, or by selling assets, which we may not be able to do on favorable terms, if at all.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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We regularly evaluate opportunities, based on market conditions, to finance our operations by accessing the capital markets or entering into other types of financing arrangements with institutional and other lenders and financing sources, and consider various measures to improve our capital and liquidity positions, as well as to strengthen our balance sheet and improve Radian Group’s debt maturity profile. In the past, we have repurchased and exchanged, prior to maturity, some of our outstanding debt, and in the future, we may, from time to time, seek to redeem, repurchase or exchange for other securities, or otherwise restructure or refinance some or all of our outstanding debt, prior to maturity, in the open market, through other public or private transactions, including pursuant to one or more tender offers, or through any combination of the foregoing, as circumstances may allow. The timing or amount of any potential transactions will depend on a number of factors, including market opportunities and our views regarding our capital and liquidity positions and potential future needs. There can be no assurance that any such transactions will be completed on favorable terms, or at all.
Radian Group—Long-Term Liquidity Needs
In addition to our short-term liquidity needs discussed above, our most significant needs for liquidity beyond the next 12 months are:
(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.
As of December 31, 2017, certain of our subsidiaries have incurred NOLs that could not be carried-back and utilized on a separate company tax return basis. As a result, we are not currently obligated under our tax-sharing agreement to reimburse these subsidiaries for their separate company NOL carryforward. However, if in a future period, our consolidated NOL is fully utilized before a subsidiary has utilized its share of NOL carryforward on a separate entity basis, then Radian Group may be obligated to fund such subsidiary’s share of our consolidated tax liability to the IRS. Certain subsidiaries, including Clayton, currently have NOLs on a separate entity basis that are available for future utilization. However, we do not expect to fund material obligations related to these subsidiary NOLs. See also “— Radian Group—Short-Term Liquidity Needs—Sources of Liquidity .”
We expect to meet the long-term liquidity needs of Radian Group with a combination of: (i) available cash and marketable securities; (ii) private or public issuances of debt or equity securities, which we may not be able to do on favorable terms, if at all; (iii) cash received under tax- and expense-sharing arrangements with our subsidiaries; (iv) to the extent available, dividends from our subsidiaries; and (v) any amounts that Radian Guaranty is able to successfully redeem under the Surplus Note.
Under Pennsylvania’s insurance laws, ordinary dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus, measured as of the end of the prior fiscal year. Radian Guaranty and Radian Reinsurance had negative unassigned surplus at December 31, 2017 of $765.0 million and $112.1 million, respectively, and therefore, no ordinary dividends or other distributions can be paid by these subsidiaries in 2018. Due in part to the need to set aside contingency reserves, we do not expect that Radian Guaranty or Radian Reinsurance will have positive unassigned surplus, and therefore will not have the ability to pay ordinary dividends, for the foreseeable future. Under Pennsylvania’s insurance laws, an insurer may request an Extraordinary Dividend, but payment is subject to the approval of the Pennsylvania Insurance Commissioner.
There can also be no assurance that our Services segment will generate sufficient cash flow to pay dividends. See “— Services ” below.
Mortgage Insurance
As of December 31, 2017 , our Mortgage Insurance segment maintained claims paying resources of $4.3 billion on a statutory basis, which consists of contingency reserves, statutory policyholders’ surplus, premiums received but not yet earned and loss reserves.
The principal demands for liquidity in our mortgage insurance business include: (i) the payment of claims and potential claim settlement transactions, net of reinsurance; (ii) operating expenses (including those allocated from Radian Group) and (iii) taxes. Radian Guaranty’s Surplus Note to Radian Group has a due date of December 31, 2027. The Surplus Note may be redeemed at any time upon 30 days prior notice, subject to the approval of the Pennsylvania Insurance Department.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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In August 2016, Radian Guaranty and Radian Reinsurance became members of the FHLB and, as members, may borrow from the FHLB, subject to certain conditions including the need to post collateral. Borrowings from the FHLB may be used to provide low-cost, supplemental liquidity. As of December 31, 2017, there were no FHLB borrowings outstanding.
The principal sources of liquidity in our mortgage insurance business currently include insurance premiums, net investment income, cash flows from investment sales and maturities and, potentially, FHLB borrowings or capital contributions from Radian Group. We believe that the operating cash flows generated by each of our mortgage insurance subsidiaries will provide these subsidiaries with a substantial portion of the funds necessary to satisfy their claim payments, operating expenses and taxes for the foreseeable future.
Private mortgage insurers, including Radian Guaranty, are required to comply with the PMIERs to remain eligible insurers of loans purchased by the GSEs. Radian Guaranty currently is an approved mortgage insurer under the PMIERs and is in compliance with the PMIERs financial requirements. See “ —Radian Group—Short-Term Liquidity Needs ” and Note 1 of Notes to Consolidated Financial Statements for additional information.
Securities Lending Agreements
Radian Guaranty and Radian Reinsurance from time to time enter into certain short-term securities lending agreements with third-party Borrowers for the purpose of increasing the yield on our investment securities portfolio with minimal incremental risk. Under our securities lending program, Radian Guaranty and Radian Reinsurance loan certain securities in their investment portfolios to these Borrowers for short periods of time in exchange for collateral consisting of cash and other securities. We have the right to request the return of the loaned securities at any time.
Under our securities lending agreements, the Borrower generally may return the loaned securities to us at any time, which would require us to return the cash and other collateral within the standard settlement period for the loaned securities on the principal exchange or market in which the securities are traded. We manage this liquidity risk associated with the cash collateral by maintaining the cash collateral in a short-term money-market fund with daily availability.
The credit risk under these programs is reduced by the amounts of collateral received. On a daily basis, the value of the underlying securities that we have loaned to the Borrowers is compared to the value of cash and securities collateral we received from the Borrowers, and additional cash or securities are requested or returned, as applicable. In addition, we are indemnified against counterparty credit risk by the intermediary. For additional information on our securities lending agreements, see Note 6 of Notes to Consolidated Financial Statements.
Freddie Mac Agreement
At December 31, 2016 , Radian Guaranty had $63.9 million in a collateral account invested in and classified as part of our trading securities and pledged to cover Loss Mitigation Activity on the loans subject to the Freddie Mac Agreement. The scheduled final settlement date under the Freddie Mac Agreement occurred during 2017 and resulted in a $54.8 million payment to Freddie Mac and a release of $4.4 million to Radian Guaranty from the funds remaining in the collateral account. As of December 31, 2017 , the remaining balance of $5.6 million in the collateral account was invested in and classified as short-term investments and pledged to cover Loss Mitigation Activity and pending claims activity already in process but not yet finalized. As of December 31, 2017 , we have $2.6 million remaining in reserve for losses that we expect to pay to Freddie Mac from the remaining funds in the collateral account.
Services
As of December 31, 2017 , our Services segment maintained cash and cash equivalents totaling $11.4 million , which included restricted cash of $2.4 million .
The principal demands for liquidity in our Services segment include: (i) the payment of employee compensation and other operating expenses, including those allocated from Radian Group; (ii) reimbursements to Radian Group for interest payments related to the original issued amount of the Senior Notes due 2019; and (iii) dividends to Radian Group, if any. In addition, the Services segment expects to pay approximately $3.0 million in cash over the next 12 months related to its restructuring plan. See “Overview— Operating Environment and Business Strategy Business Strategy for additional information.
The principal sources of liquidity in our Services segment are cash generated by operations and, to the extent necessary, capital contributions from Radian Group.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Liquidity levels may fluctuate depending on the levels and contractual timing of our invoicing and the payment practices of the Services clients, in combination with the timing of Services’ payments for employee compensation and to external vendors. The amount, if any, and timing of the Services segment’s dividend paying capacity will depend primarily on the amount of excess cash flow generated by the segment.
The Services segment has not generated sufficient cash flows to pay dividends to Radian Group. Additionally, while cash flow has been sufficient to pay the Services segment’s direct operating expenses, it has not been sufficient to reimburse Radian Group for $67.5 million of its accumulated allocated operating expense and interest expense. We do not expect that the Services segment will be able to bring its reimbursement obligations current in the foreseeable future. In the event the cash flow from operations of the Services segment is not adequate to fund all of its needs, Radian Group may provide additional funds to the Services segment in the form of a capital contribution or an intercompany note.
Cash Flows
The following table summarizes our consolidated cash flows from operating, investing and financing activities:
(In thousands)
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

 
 
 
 
 
 
Operating Activities
Our most significant source of operating cash flows is from premiums received from our insurance policies, while our most significant uses of operating cash flows are generally for claims paid on our insured policies and our operating expenses. Net cash provided by operating activities totaled $360.6 million in 2017, compared to $381.7 million in 2016. This decrease in net cash provided by operating activities in 2017, compared to 2016, was principally the result of estimated payments made for income taxes, partially offset by an increase in net premiums received and a reduction in net claims paid. Net cash flows provided by operating activities increased for 2016 compared to 2015, primarily as a result of a significant reduction in total claims paid in 2016, compared to 2015.
Investing Activities
Net cash used in investing activities increased in 2017, compared to 2016, primarily as a result of (i) an increase in purchases, net of proceeds, from sales of equity securities and (ii) a decrease in proceeds from sales of trading securities. These increases were partially offset by a decrease in purchases, net of proceeds from sales, of fixed-maturity investments available for sale.
Net cash used in investing activities increased for 2016, compared to a small amount of net cash provided by investing activities for 2015, primarily as a result of the investment of a portion of the net cash provided by operating activities in 2016. The net cash provided by operating activities, combined with funds provided by sales and redemptions of trading securities and short-term investments, contributed to a high volume of purchases of fixed-maturity investments available for sale during 2016. In addition, purchases of property and equipment, net, increased during 2016, primarily as a result of our technology upgrade project.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Financing Activities
Net cash used in financing activities decreased for 2017, compared to 2016, primarily as a result of reduced repurchases of our common stock, partially offset by purchases and redemptions of debt exceeding debt issuances. For 2017 our primary financing activities included the issuance of $450 million aggregate principal amount of Senior Notes due 2024 as well as: (i) the purchases 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; (ii) the settlement of our obligations on the remaining $68.0 million aggregate principal amount of our Convertible Senior Notes due 2019; and (iii) the purchase of $21.6 million aggregate principal amount of our Convertible Senior Notes due 2017, all of which were settled in cash for an aggregate amount of $592.5 million during 2017. During 2016, cash used in financing activities primarily related to purchases of our Convertible Senior Notes due 2017 and 2019 as well as repurchases of our common stock, partially offset by the issuance of $350 million aggregate principal amount of Senior Notes due 2021.
Net cash used in financing activities increased for 2016, compared to net cash provided by financing activities for 2015, primarily due to: (i) purchases of aggregate principal amounts of $30.1 million and $322.0 million , respectively, of our outstanding Convertible Senior Notes due 2017 and 2019, which were partially settled in cash in the amount of $235.0 million and (ii) the redemption of the remaining $195.5 million aggregate principal amount of our Senior Notes due 2017, which we settled in cash in the amount of $211.3 million . The cash flow impact of these 2016 purchases and redemptions collectively exceeded the purchases and redemption of long-term debt for the same period of 2015 and was partially offset by a reduction in purchases of our common shares.
See “Item 8. Financial Statements and Supplementary Data Consolidated Statements of Cash Flows” for additional information.
Stockholders’ Equity
Stockholders’ equity increased to $3.0 billion at December 31, 2017 , from $2.9 billion at December 31, 2016 . The net increase in stockholders’ equity resulted primarily from: (i) our net income of $121 million for the year ended December 31, 2017 and (ii) net unrealized gains on investments of $34.5 million . These increases were partially offset by the impact of our recently completed debt and equity transactions to strengthen Radian’s capital position, which decreased stockholders’ equity by $48.5 million, excluding the $33.3 million after-tax impact from the loss on induced conversion and debt extinguishment already reflected in net income. See “Overview— Other 2017 Developments” for additional information.
Ratings
Radian Group, Radian Guaranty and Radian Reinsurance have been assigned the ratings set forth in the chart below. We believe that ratings often are considered by others in assessing our credit strength and the financial strength of our primary mortgage insurance subsidiaries. The following ratings have been independently assigned by third-party statistical rating organizations, are for informational purposes only and are subject to change. See Item 1A. Risk Factors— Radian Guaranty may fail to maintain its eligibility status with the GSEs.
 
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.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Critical Accounting Policies
SEC guidance defines Critical Accounting Policies as those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing our consolidated financial statements in accordance with GAAP, management has made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing these financial statements, management has utilized available information, including our past history, industry standards and the current and projected economic and housing environments, among other factors, in forming its estimates, assumptions and judgments, giving due consideration to materiality. Because the use of estimates is inherent in GAAP, actual results could differ from those estimates. In addition, other companies may utilize different estimates, which may impact comparability of our results of operations to those of companies in similar businesses. A summary of the accounting policies that management believes are critical to the preparation of our consolidated financial statements is set forth below.
Reserve for Losses and LAE
We establish reserves to provide for losses and LAE, which include the estimated costs of settling claims in our Mortgage Insurance segment, in accordance with the accounting standard regarding accounting and reporting by insurance enterprises. Although this standard specifically excludes mortgage insurance from its guidance relating to the reserve for losses, because there is no specific guidance for mortgage insurance, we establish reserves for mortgage insurance as described below, using the guidance contained in this standard supplemented with other accounting guidance.
Estimating our loss reserves involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of each potential loss, including an estimate of the impact of our Loss Mitigation Activities. The models, assumptions and estimates we use to establish loss reserves may prove to be inaccurate, especially during an extended economic downturn or a period of extreme market volatility and uncertainty. As such, we cannot be certain that our reserve estimate will be adequate to cover ultimate losses on incurred defaults. For example, our mortgage insurance loss reserves generally increase as defaulted loans age, because historically, as defaulted loans age, they have been more likely to result in foreclosure, and therefore, have been more likely to result in a claim payment. While we believe this remains accurate, following the financial crisis, there are a significant number of loans in our defaulted portfolio that have been in default for an extended period of time, but which have not been subject to foreclosure, and therefore, have not resulted in claims. As a result, significant uncertainty remains with respect to the ultimate resolution of these aged defaults. This uncertainty requires management to use considerable judgment in estimating the rate at which these loans will result in claims.
Commutations and other negotiated terminations of our insured risks in our Mortgage Insurance segment provide us with an opportunity to exit exposures for an agreed upon payment, or payments, sometimes at an amount less than the previously estimated ultimate liability. Once all exposures relating to such policies are extinguished, all reserves for losses and LAE and other balances relating to the insured policies are generally reversed, with any remaining net gain or loss typically recorded through provision for losses. We take into consideration the specific contractual and economic terms for each individual agreement when accounting for our commutations or other negotiated terminations, which may result in differences in the accounting for these transactions.
In our Mortgage Insurance business, the default and claim cycle begins with the receipt of a default notice from the loan servicer. Reserves for losses are established upon receipt of notification from servicers that a borrower has missed two monthly payments, which is when we consider a loan to be in default for financial statement and internal tracking purposes. We also establish reserves for associated LAE, consisting of the estimated cost of the claims administration process, including legal and other fees and expenses associated with administering the claims process.
We maintain an extensive database of claim payment history, and use models based on a variety of loan characteristics to determine the likelihood that a default will reach claim status.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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With respect to loans that are in default, considerable judgment is exercised as to the adequacy of reserve levels. For purposes of reserve modeling, loans are aggregated into groups using a variety of factors. The attributes currently used to define the groups for purposes of developing various assumptions include, but are not limited to, the Stage of Default, the Time in Default and type of insurance (i.e., primary or pool). We use an actuarial projection methodology referred to as a “roll rate” analysis that uses historical claim frequency information to determine the projected ultimate Default to Claim Rates based on the Stage of Default and Time in Default as well as the date that a loan goes into default. With respect to new defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two disasters, we assume a lower gross Default to Claim Rate than for new defaults with similar characteristics from other areas, due to our expectations based on past experience with other natural disasters, that a significant portion of these defaults will not result in claims. The Default to Claim Rate also includes our estimates with respect to expected Rescissions and Claim Denials, which have the effect of reducing our Default to Claim Rates. We forecast the impact of our Loss Mitigation Activity in protecting us against fraud, underwriting negligence, breach of representation and warranties, inadequate documentation of submitted claims and other items that may give rise to Rescissions or cancellations and Claim Denials, to help determine the Default to Claim Rate. Our Loss Mitigation Activities have resulted in challenges from certain lender and servicer customers, which have resulted in some reversals of our decisions regarding Rescissions, Claim Denials and Claim Curtailments in the ordinary course. Although we believe that our Loss Mitigation Activities are justified under our policies, certain challenges have resulted in disputes and litigation, which if resolved unfavorably to us, could require us to reassume the risk on, and increase loss reserves for, those policies or pay additional claims. See Note 7 of Notes to Consolidated Financial Statements for additional information. Our Master Policies specify the time period during which a suit or action arising from any right of the insured under the policy must be commenced. The assumptions embedded in our estimated Default to Claim Rate on our in-force default inventory include an adjustment to our estimated Rescissions and Claim Denials to account for the fact that we expect a certain number of policies to be reinstated and ultimately to be paid, as a result of valid challenges by such policy holders.
Our aggregate weighted-average Default to Claim Rate assumption (net of Claim Denials and Rescissions) used in estimating our primary reserve for losses was 31% ( 29% excluding pending claims) at December 31, 2017 and 42% ( 40% excluding pending claims) at December 31, 2016 . Our Default to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans grouped according to the period in which the default occurred, as measured by the progress toward foreclosure sale and the number of months in default. During the year ended December 31, 2015, we reduced our gross Default to Claim Rate assumption for new primary defaults from 16% to 13% due to continued improvement in actual claim development trends. During the year ended December 31, 2016, this assumed rate was further reduced to 12% . Our estimates of gross Default to Claim Rates on our primary portfolio as of December 31, 2017 generally ranged from 10% for new defaults to 81% for Foreclosure Stage Defaults. As discussed above, based on our past experience, we assumed an average gross Default to Claim Rate of 3% for new defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two hurricanes which contributed to the decrease in the overall weighted-average Default to Claim Rate assumption at December 31, 2017 as compared to December 31, 2016. Our estimate of expected Rescissions and Claim Denials (net of expected Reinstatements) embedded in our estimated Default to Claim Rate is generally based on our recent experience. Consideration is also given for differences in characteristics between those rescinded policies and denied claims and the loans remaining in our defaulted inventory.
After estimating the Default to Claim Rate, we estimate Claim Severity based on the average of recently observed severity rates within product type, type of insurance, and Time in Default cohorts. These average severity estimates are then applied to individual loan coverage amounts to determine reserves. Similar to the Default to Claim Rate, Claim Severity also is impacted by the length of time that loans are in default and by our Loss Mitigation Activity. For claims under our primary mortgage insurance, the coverage percentage is applied to the claim amount, which consists of the unpaid loan principal, plus past due interest (for which our liability is contractually capped in accordance with the terms of our Master Policies) and certain expenses associated with the default, to determine our maximum liability. Therefore, Claim Severity generally increases the longer that a loan is in default. In addition, we estimate the impact that the amount that Claim Curtailments due to servicer noncompliance with our insurance policies and servicing guidelines have on the amount that we ultimately will have to pay with respect to claims. As part of our claims review process, we assess whether defaulted loans were serviced appropriately in accordance with our insurance policies and servicing guidelines. If a servicer failed to satisfy its servicing obligations, our insurance policies provide that we may curtail the claim payment for such default, and in some circumstances, cancel coverage or deny the claim.
We do not establish reserves for loans that are in default if we believe that we will not be liable for the payment of a claim with respect to that default unless a reserve for premium deficiency is required. We generally do not establish loss reserves for expected future claims on insured mortgages that are not in default. See “— Reserve for Premium Deficiency ” below for an exception to this general principle.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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IBNR and Other Reserves
We also establish reserves for defaults that we estimate have been incurred but have not been reported to us on a timely basis by the servicer, as well as for previous Rescissions, Claim Denials and Claim Curtailments that we estimate will be reinstated and subsequently paid. We generally give the policyholder up to 30 days to challenge our decision to rescind coverage before we consider a policy to be rescinded and remove it from our defaulted inventory; therefore, we currently expect only a limited percentage of policies that were rescinded to be reinstated. We currently expect a significant percentage of claims that were denied to be resubmitted as a perfected claim and ultimately paid. Most often, a Claim Denial is the result of a servicer’s inability to provide the loan origination file or other servicing documents for review. Under the terms of our Master Policies with our lending customers, our policyholders have up to one year after the acquisition of borrower’s title to provide to us the necessary documents to perfect a claim. All estimates are periodically reviewed and adjustments are made as they become necessary.
The impact to our reserve due to estimated future Loss Mitigation Activities incorporates our expectations regarding the number of policies that we expect to be reinstated as a result of our claims rebuttal process. Rescissions, Claim Denials and Claim Curtailments may occur for various reasons, including, without limitation, underwriting negligence, fraudulent applications and appraisals, breach of representations and warranties and inadequate documentation, primarily related to our Legacy Portfolio. The level of Rescissions, Claim Denials and Claim Curtailments has been declining in recent periods as our defaulted Legacy Portfolio continues to decline, and we expect this trend to continue.
Unless a liability associated with such activities or discussions becomes probable and can be reasonably estimated, we consider our claim payments and our Rescissions, Claim Denials and Claim Curtailments to be resolved for financial reporting purposes. Under the accounting standard regarding contingencies, an estimated loss is accrued only if we determine that the loss is probable and can be reasonably estimated. For populations of disputed Rescissions, Claim Denials and Claim Curtailments where we determine that a settlement is probable and that a loss can be reasonably estimated, we reflect our best estimate of the expected loss related to the populations under discussion in our financial statements, primarily as a component of our IBNR reserve. While our reserves include our best estimate of such losses, the outcome of the discussions or potential legal proceedings that could ensue is uncertain, and it is reasonably possible that a loss exists in excess of the amount accrued.
Sensitivity Analysis
We considered the sensitivity of first-lien loss reserve estimates at December 31, 2017 by assessing the potential changes resulting from a parallel shift in Claim Severity and Default to Claim Rate estimates for primary loans. For example, assuming all other factors remain constant, for every one percentage point change in primary Claim Severity (which we estimate to be 97.6% of risk exposure at December 31, 2017 ), we estimated that our loss reserves would change by approximately $4.8 million at December 31, 2017 . Assuming all other factors remain constant, for every one percentage point change in our overall primary net Default to Claim Rate (which we estimate to be 31% at December 31, 2017 , including our assumptions related to Rescissions and Claim Denials), we estimated a $14.2 million change in our loss reserves at December 31, 2017 .
Senior management regularly reviews the modeled frequency, Rescission, Claim Denial, Claim Curtailments and Claim Severity estimates, which are based on historical trends, as described above. If recent emerging or projected trends differ significantly from the historical trends used to develop the modeled estimates, management evaluates these trends and determines how they should be considered in its reserve estimates.
Reserve for Premium Deficiency
Insurance enterprises are required to establish a PDR if the net present value of the expected future losses and expenses for a particular product line exceeds the net present value of expected future premiums and existing reserves for that product line. We reassess our expectations for premiums, losses and expenses for our mortgage insurance business at least quarterly and update our premium deficiency analyses accordingly. For our mortgage insurance business, we group our mortgage insurance products into two categories: first-lien and second-lien mortgage loans.
For our first-lien insurance business, because the combination of the net present value of our expected future premiums and existing reserves (net of reinsurance recoverables) significantly exceeded the net present value of our future expected losses and expenses, a first-lien PDR was not required as of December 31, 2017 or December 31, 2016 . Our second-lien PDR is recorded as a component of other liabilities.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Evaluating the expected profitability of our existing mortgage insurance business and the need for a PDR for our first-lien business involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of potential losses and premium revenues. The models, assumptions and estimates we use to evaluate the need for a PDR may not accurately forecast future performance, especially during any extended economic downturn or period of extreme market volatility and uncertainty.
Fair Value of Financial Instruments
Our estimated fair value measurements are intended to reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Changes in economic conditions and capital market conditions, including but not limited to, credit spread changes, benchmark interest rate changes, market volatility and changes in the value of underlying collateral, could cause actual results to differ materially from our estimated fair value measurements. We define fair value as the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In accordance with GAAP, we established a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three levels of the fair value hierarchy are defined below:
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.
For markets in which inputs are not observable or are limited, we use significant judgment and assumptions that a typical market participant would use to evaluate the market price of an asset or liability. Given the level of judgment necessary, another market participant may derive a materially different estimate of fair value. These assets and liabilities are classified in Level III of our fair value hierarchy.
There were no Level III assets or liabilities at December 31, 2017 . Available for sale securities, trading securities, and certain other assets are recorded at fair value as described in Note 5 of Notes to Consolidated Financial Statements. All changes in fair value of trading securities and certain other assets are included in our consolidated statements of operations. All changes in the fair value of available for sale securities are recorded in accumulated other comprehensive income (loss) .
The following are descriptions of our valuation methodologies for financial assets and liabilities measured at fair value.
Investments
U.S. government and agency securities The fair value of U.S. government and agency securities is estimated using observed market transactions, including broker-dealer quotes and actual trade activity as a basis for valuation. U.S. government and agency securities are categorized in either Level I or Level II of the fair value hierarchy.
State and municipal obligations The fair value of state and municipal obligations is estimated using recent transaction activity, including market observations. Valuation models are used, which incorporate bond structure, yield curve, credit spreads and other factors. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.
Money market instruments The fair value of money market instruments is based on daily prices, which are published and available to all potential investors and market participants. As such, these securities are categorized in Level I of the fair value hierarchy.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Corporate bonds and notes The fair value of corporate bonds and notes is estimated using recent transaction activity, including market observations. Spread models are used that incorporate issuer and structure characteristics, such as credit risk and early redemption features, where applicable. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.
RMBS, CMBS and Other ABS The fair value of these instruments is estimated based on prices of comparable securities and spreads and observable prepayment speeds. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable. The fair value of any Level III securities is generally estimated by discounting estimated future cash flows.
Foreign government and agency securities The fair value of foreign government and agency securities is estimated using observed market yields used to create a maturity curve and observed credit spreads from market makers and broker-dealers. These securities are categorized in Level II of the fair value hierarchy.
Equity securities The fair value of these securities is generally estimated using observable market data in active markets or bid prices from market makers and broker-dealers. Generally, these securities are categorized in Level I or II of the fair value hierarchy, as observable market data are readily available. From time to time, certain equity securities may be categorized in Level III of the fair value hierarchy due to a lack of market-based transaction data or the use of model-based valuations.
Other investments These securities primarily consist of commercial paper and short-term certificates of deposit, which are categorized in Level II of the fair value hierarchy. Other investments also contains convertible notes of non-reporting issuers, which are categorized in Level III of the fair value hierarchy due to a lack of market-based transaction data.
We are responsible for the determination of the value of all investments carried at fair value and the supporting methodologies and assumptions. To assist us in this responsibility, we utilize independent third-party valuation service providers to gather, analyze and interpret market information and estimate fair values based upon relevant methodologies and assumptions for various asset classes and individual securities. We perform monthly quantitative and qualitative analyses on the prices received from third parties to determine whether the prices are reasonable estimates of fair value. Our analysis includes: (i) a review of the methodology used by third-party pricing services; (ii) a comparison of pricing services’ valuations to other independent sources; (iii) a review of month-to-month price fluctuations; and (iv) a comparison of actual purchase and sale transactions with valuations received from third parties. These processes are designed to ensure that our investment values are accurately recorded, that the data inputs and valuation techniques utilized are appropriate and consistently applied and that the assumptions are reasonable and consistent with the objective of determining fair value.
Investments
We group assets in our investment portfolio into one of three main categories: held to maturity, available for sale or trading securities. Fixed-maturity securities for which we have the positive intent and ability to hold to maturity, if any, are classified as held to maturity and are reported at amortized cost. Trading securities are securities that are purchased and held primarily for the purpose of selling them in the near term, and are reported at fair value, with unrealized gains and losses reported as a separate component of income. Investments in securities not classified as held to maturity or trading securities are classified as available for sale and are reported at fair value, with unrealized gains and losses (net of tax) reported as a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Short-term investments consist of money market instruments, certificates of deposit and highly liquid, interest-bearing instruments with an original maturity of three months or less at the time of purchase. Amortization of premium and accretion of discount are calculated principally using the interest method over the term of the investment. Realized gains and losses on investments are recognized using the specific identification method.


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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We record an other-than-temporary impairment adjustment on a security with an unrealized loss if we intend to sell the impaired security, if it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis, or if the present value of cash flows we expect to collect is less than the amortized cost basis of the security. If a sale is likely, the security is classified as other-than-temporarily impaired and the full amount of the impairment is recognized as a loss in the statement of operations. Otherwise, losses on securities that are other-than-temporarily impaired are separated into: (i) the portion of loss that represents the credit loss and (ii) the portion that is due to other factors. The credit loss portion is recognized as a loss in the statement of operations, while the loss due to other factors is recognized in accumulated other comprehensive income (loss), net of taxes. A credit loss is determined to exist if the present value of discounted cash flows expected to be collected from the security is less than the cost basis of the security. The present value of discounted cash flows is determined using the original yield of the security. In evaluating whether a decline in value is other-than-temporary, we consider several factors in addition to the above, including, but not limited to, the following:
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.
Income Taxes
We provide for income taxes in accordance with the provisions of the accounting standard regarding accounting for income taxes. As required under this standard, our deferred tax assets and deferred tax liabilities are recognized under the balance sheet method, which recognizes the future tax effect of temporary differences between the amounts recorded in our consolidated financial statements and the tax bases of these amounts. Deferred tax assets and deferred tax liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or deferred tax liability is expected to be realized or settled.
We are required to establish a valuation allowance against our deferred tax assets when it is more likely than not that all or some portion of our deferred tax assets will not be realized. At each balance sheet date, we assess our need for a valuation allowance. Our assessment is based on all available evidence, both positive and negative. This requires management to exercise judgment and make assumptions regarding whether our deferred tax assets will be realized in future periods.
Our provision for income taxes for interim financial periods is based on an estimate of our annual effective tax rate for the full year of 2017 and 2016. When estimating our full year 2017 and 2016 effective tax rates, we adjust our forecasted pre-tax income for gains and losses on our investments, changes in the accounting for uncertainty in income taxes, changes in our beginning of year valuation allowance, and other adjustments. The impact of these items is accounted for as Discrete Items at the applicable federal tax rate.
The TCJA was enacted on December 22, 2017, and contains several key tax provisions that affect us, including the repeal of the corporate alternative minimum tax and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the accounting effects of the TCJA in the period of enactment, such as remeasuring our deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued SAB 118, which allows us to record provisional estimates during a measurement period not to extend beyond one year of the enactment date. Since the TCJA was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation is expected over the next 12 months, we have accounted for the tax effects of the TCJA on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects. Our reasonable estimates are included in our financial statements as of December 31, 2017 and we expect to complete our accounting during the one-year measurement period from the enactment date. The ultimate impact of the TCJA may differ from our provisional estimates due to, among other things, future guidance that may be issued, changes in our interpretation or assumptions with respect to reversal periods, the outcome of our potential settlement of the IRS Matter and future actions that we may take as a result of the new tax law .


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Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Goodwill and Other Intangible Assets, Net
Goodwill and other intangible assets were established primarily in connection with our acquisition of Clayton. Goodwill is an asset representing the estimated future economic benefits arising from the assets we have acquired that were not individually identified and separately recognized, and includes the value of discounted expected future cash flows of Clayton, Clayton’s workforce, expected synergies with our other affiliates and other unidentifiable intangible assets. Goodwill is deemed to have an indefinite useful life and is subject to review for impairment annually, or more frequently, whenever circumstances indicate potential impairment at the reporting unit level. A reporting unit represents a business for which discrete financial information is available; more than one reporting unit may be aggregated into a single reporting unit if they have similar economic characteristics. Events that could result in an interim assessment of goodwill impairment and/or a potential impairment charge include, but are not limited to: (i) significant under-performance relative to historical or projected future operating results; (ii) significant changes in the strategy for the Services segment; (iii) significant negative industry or economic trends; and (iv) a decline in Radian’s market capitalization below book value if such decline is attributable to the Services segment. Management regularly updates certain assumptions related to our projections, including the likelihood of achieving the assumed potential revenues from new initiatives and business strategies, and if these or other items have a significant negative impact on the reporting unit’s projections we may perform additional analysis to determine whether an impairment charge is needed. Lower earnings over sustained periods also can lead to impairment of goodwill, which could result in a charge to earnings. The value of goodwill is primarily supported by revenue projections, which are mostly driven by projected transaction volume and margins.
In performing the quantitative analysis for our goodwill impairment test as of June 30, 2017, we elected to early adopt the update to the accounting standard regarding goodwill and other intangibles, as discussed in “Recent Accounting Pronouncements— Accounting Standards Adopted During 2017 , ” below. This update simplifies the subsequent measurement of goodwill by eliminating step two of the goodwill impairment test. Under the new guidance, if indicators for impairment are present, we perform a quantitative analysis to evaluate our long-lived assets for potential impairment, and then determine the amount of the goodwill impairment by comparing a reporting unit’s fair value to its carrying amount. After adjusting the carrying value for any impairment of other intangibles or long-lived assets, an impairment charge is recognized for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, up to the full amount of the goodwill allocated to the reporting unit.
Intangible assets, other than goodwill, primarily consist of customer relationships, technology, trade name and trademarks, client backlog and non-competition agreements. Customer relationships represent the value of the specifically acquired customer relationships and are valued using the excess earnings approach using estimated client revenues, attrition rates, implied royalty rates and discount rates. The excess earnings approach estimates the present value of expected earnings in excess of a traditional return on business assets. Technology represents proprietary software used for loan review, underwriting and due diligence, managing the REO disposition process, performing surveillance of mortgage loan servicers, real estate valuations and client workflow solutions. Trade name and trademarks reflect the value inherent in the recognition of the “Clayton” name and its reputation. For purposes of our intangible assets, we use the term client backlog to refer to the estimated present value of fees to be earned for services performed on loans currently under surveillance or REO assets under management. The value of a non-competition agreement is an appraisal of potential lost revenues that would arise from an individual leaving to work for a competitor or initiating a competing enterprise. For financial reporting purposes, intangible assets with finite lives are amortized over their applicable estimated useful lives in a manner that approximates the pattern of expected economic benefit from each intangible asset.
The calculation of the estimated fair value of goodwill and other intangibles is performed primarily using an income approach and requires the use of significant estimates and assumptions that are highly subjective in nature, such as attrition rates, discount rates, future expected cash flows and market conditions. The most significant assumptions relate to the valuation of customer relationships. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Based on our most recent goodwill impairment analysis performed in the second quarter of 2017, we recognized an impairment charge of $184.4 million . During the fourth quarter 2017, we performed a qualitative assessment of goodwill and concluded there were no events or circumstances that indicate an additional impairment of goodwill as of December 31, 2017. See Note 7 of Notes to Consolidated Financial Statements for additional information.


132


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

Recent Accounting Pronouncements
Accounting Standards Adopted During 2017
In March 2016, the FASB issued an update to the accounting standards for share-based payment transactions, including: (i) accounting for income taxes; (ii) classification of excess tax benefits on the statement of cash flows; (iii) forfeitures; (iv) minimum statutory tax withholding requirements; (v) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes; (vi) the practical expedient for estimating the expected term; and (vii) intrinsic value. Among other things, the update requires: (i) all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement as they occur; (ii) recognition of excess tax benefits, regardless of whether the benefits reduce taxes payable in the current period; and (iii) excess tax benefits to be classified along with other cash flows as an operating activity, rather than separated from other income tax cash flows as a financing activity. This update is effective for public companies for fiscal years beginning after December 15, 2016. Our adoption of this update, effective January 1, 2017, had an immaterial impact on our financial statements at implementation. As a result of implementing this new standard, however, we expect the potential for limited increased volatility in our effective tax rate and net earnings, and possible additional dilution in earnings per share calculations.
In January 2017, the FASB issued an update to the accounting standard regarding goodwill and other intangibles. This update simplifies the subsequent measurement of goodwill by eliminating step two of the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, after adjusting the carrying value for any impairment of other intangibles or long-lived assets. The provisions of this update are effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We elected to early adopt this update to perform the quantitative analysis for our goodwill impairment test as of June 30, 2017. See “—Goodwill and Other Intangible Assets, Net” above and Note 7 of Notes to Consolidated Financial Statements for additional information.
Accounting Standards Not Yet Adopted
In May 2014, the FASB issued an update to the accounting standard regarding revenue recognition. In accordance with the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This update is not expected to change revenue recognition principles related to our investments and insurance products, which together represent the majority of our total revenues. This update is primarily applicable to revenues from our Services segment. In July 2015, the FASB delayed the effective date for this updated standard for public companies to interim and annual periods beginning after December 15, 2017, and subsequently issued various clarifying updates. Early adoption is permitted. This standard permits the use of either the full retrospective or the modified retrospective transition method. We currently anticipate using the modified retrospective method of adoption, with the cumulative effect of initially applying the guidance recognized at the date of adoption. We have reviewed current accounting policies and key contracts that are representative of our various products and services within the Services segment and are in the process of comparing our historical accounting policies and practices to the requirements of the new guidance. We have identified immaterial differences resulting from applying the new requirements to our contracts which mainly affect timing of revenue recognition. Given that most of our contracts are short-term in nature, we do not expect the impact to be material to our financial statements. We have also identified appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new guidance.


133


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

In January 2016, the FASB issued an update that makes certain changes to the standard for the accounting of financial instruments. Among other things, the update requires: (i) equity investments to be measured at fair value with changes in fair value recognized in net income (loss); (ii) the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (iii) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and (iv) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update also eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted, with the exception of the “own credit” provision. Our adoption of this update effective January 1, 2018 had an immaterial impact to our financial statements and expected disclosures. As a result of implementing this standard, we expect the potential for increased volatility in earnings.
In February 2016, the FASB issued an update that replaces the existing accounting and disclosure requirements for leases of property, plant and equipment. The update requires lessees to recognize, as of the lease commencement date, assets and liabilities for all leases with lease terms of more than 12 months, which is a change from the current GAAP requirement to recognize only capital leases on the balance sheet. Pursuant to the new standard, the liability initially recognized for the lease obligation is equal to the present value of the lease payments not yet made, discounted over the lease term at the implicit interest rate of the lease, if available, or otherwise at the lessee’s incremental borrowing rate. The lessee is also required to recognize an asset for its right to use the underlying asset for the lease term, based on the liability subject to certain adjustments, such as for initial direct costs. Leases are required to be classified as either operating or finance, with expense on operating leases recorded as a single lease cost on a straight-line basis. For finance leases, interest expense on the lease liability is required to be recognized separately from the straight-line amortization of the right-of-use asset. Quantitative disclosures are required for certain items, including the cost of leases, the weighted-average remaining lease term, the weighted-average discount rate and a maturity analysis of lease liabilities. Additional qualitative disclosures are also required regarding the nature of the leases, such as basis, terms and conditions of: (i) variable interest payments; (ii) extension and termination options; and (iii) residual value guarantees. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted by applying the new guidance as of the beginning of the earliest comparative period presented, using a modified retrospective transition approach with certain optional practical expedients. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update. See Note 13 of Notes to Consolidated Financial Statements for more information.
In June 2016, the FASB issued an update to the accounting standard regarding the measurement of credit losses on financial instruments. This update requires that financial assets measured at their amortized cost basis be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities are to be recorded through an allowance for credit losses, rather than a write-down of the asset, with the amount of the allowance limited to the amount by which fair value is less than amortized cost. This update is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.
In October 2016, the FASB issued an update to the accounting standard regarding the accounting for income taxes. This update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This update will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in the first interim period of the adoption year. We have concluded there is currently no impact to our financial statements and future disclosures as a result of this update.
In March 2017, the FASB issued an update to the accounting standard regarding receivables. The new standard requires certain premiums on purchased callable debt securities to be amortized to the earliest call date. The amortization period for callable debt securities purchased at a discount will not be impacted. The provisions of this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.


134


Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
______________________________________________________________________________________________________

In February 2018, the FASB issued an update to the accounting standard regarding income statement reporting of comprehensive income and reclassification of certain tax effects from accumulated other comprehensive income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the TCJA. The provisions of this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period, for reporting periods for which financial statements have not been available for issuance. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.
Market risk represents the potential for loss due to adverse changes in the value of financial instruments as a result of changes in market conditions. Examples of market risk include changes in interest rates, credit spreads, foreign currency exchange rates and equity prices. We perform sensitivity analyses to determine the effects of market risk exposures on our investment securities by determining the potential loss in future earnings, fair values or cash flows of market-risk-sensitive instruments resulting from one or more selected hypothetical changes in the above mentioned market risks.
Interest-Rate Risk and Credit-Spread Risk
The primary market risks in our investment portfolio are interest-rate risk and credit-spread risk, namely the fair value sensitivity of our fixed income securities to changes in interest rates and credit spreads, respectively. We regularly analyze our exposure to interest-rate risk and credit-spread risk and have determined that the fair value of our investments is materially exposed to changes in both interest rates and credit spreads.
Our sensitivity analysis for interest rates is based on the change in fair value of our fixed income securities, assuming a hypothetical instantaneous and parallel 100-basis point increase or decrease in the U.S. Treasury yield curve, with all other factors remaining constant. We calculate the duration of our fixed income securities, expressed in years, in order to estimate the interest-rate sensitivity of these securities, as shown in the table below.
Credit spread represents the additional yield on a fixed income security, above the risk-free rate, that is paid by an issuer to compensate investors for assuming the credit risk of the issuer and market liquidity of the fixed income security. We manage credit-spread risk on both an entity and group level, across issuer, maturity, sector and asset class. Our sensitivity analysis for credit-spread risk is based on the change in fair value of our fixed income securities, assuming a hypothetical 100-basis point increase or decrease in all credit spreads, with the exception of U.S. Treasury and agency obligations for which we have assumed no change in credit spreads, and assuming all other factors remain constant. Actual shifts in credit spreads generally vary by issuer and security, based on issuer-specific and security-specific factors such as credit quality, maturity, sector and asset class. Within a given asset class, investment grade securities generally exhibit less credit-spread volatility than securities with lower credit ratings. Our investment securities portfolio primarily consists of investment grade securities.
Our sensitivity analyses for interest-rate risk and credit-spread risk provide an indication of our investment portfolio’s sensitivity to shifts in interest rates and credit spreads. However, the timing and magnitude of actual market changes may differ from the hypothetical assumptions used in our sensitivity calculations.


135

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
______________________________________________________________________________________________________

The following table illustrates the sensitivity of our investment portfolio to both interest-rate risk and credit-spread risk.
 
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.
The change in the average duration of our total fixed income portfolio, from 5.1 years at December 31, 2016 , to 4.5 years at December 31, 2017 , was primarily due to our increased investment in short-term and floating rate securities at December 31, 2017. To assist us in setting duration targets for the investment portfolio, we analyze: (i) the interest-rate sensitivities of our liabilities; (ii) entity specific cash flows from our insurance businesses, including prepayment risk associated with premium flows and credit losses, under various economic scenarios; (iii) return, volatility and correlation of various asset classes and the interconnection with our liabilities; and (iv) our current risk appetite.
Securities Lending Agreements. Radian Guaranty and Radian Reinsurance from time to time enter into certain short-term securities lending agreements with third-party Borrowers for the purpose of increasing the yield on our investment securities portfolio with minimal incremental risk. Market factors, including changes in interest rates, credit spreads and equity prices, may impact the timing or magnitude of cash outflows for the return of cash collateral. For the purpose of illustrating our interest-rate risk and credit-spread risk, we have included our fixed income securities loaned in the sensitivity table above. As of December 31, 2017 , the carrying value of these securities was $28.0 million . We had no loaned securities at December 31, 2016 .
Under our securities lending agreements, the Borrower generally may return the loaned securities to us at any time, which would require us to return the cash and other collateral within the standard settlement period for the loaned securities on the principal exchange or market in which the securities are traded. We manage this liquidity risk associated with the cash collateral by maintaining the cash collateral in a short-term money-market fund with daily availability.


136

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
______________________________________________________________________________________________________

The credit risk under these programs is reduced by the amounts of collateral received. On a daily basis, the value of the underlying securities that we have loaned to the Borrowers is compared to the value of cash and securities collateral we received from the Borrowers, and additional cash or securities are requested or returned, as applicable. In addition, we are indemnified against counterparty credit risk by the intermediary. We also have the right to request the return of the loaned securities at any time. For additional information on our securities lending agreements, see Note 6 of Notes to Consolidated Financial Statements.
Foreign Exchange Rate Risk
As of December 31, 2017 and 2016 , we did not hold any foreign currency denominated securities in our investment portfolio. Exchange gains and losses on foreign currency transactions from our foreign operations have not been material due to the limited amount of business performed in those locations. Currency risk is further limited because, in general, both the revenues and expenses of our foreign operations are denominated in the same functional currency, based on the country in which the operations occur.
Equity Market Price
At December 31, 2017, none of our equity securities were classified as trading securities. At December 31, 2017 , the market value and cost of the equity securities in our investment portfolio were $162.8 million and $163.1 million , respectively. These amounts include market value and cost of fixed income exchange-traded funds of $134.0 million and $135.0 million , respectively, which are subject to interest-rate risk and credit-spread risk consistent with our other fixed income securities. Therefore, these fixed income exchange-traded funds have been included in the table above for purposes of illustrating our sensitivity to these risks.
The remaining $28.8 million and $28.1 million of market value and cost, respectively, of equity securities at December 31, 2017 , consists of publicly-traded business development company equity securities and equity-related exchange-traded funds. Due to our limited basis in these investments at December 31, 2017 , our exposure to changes in equity market prices is not significant. See “Item 1. Business—Investment Policy and Portfolio” for additional information on risk management.


137


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:
 


138


REPORT ON MANAGEMENT’S RESPONSIBILITY
Management is responsible for the preparation, integrity and objectivity of the Consolidated Financial Statements and other financial information presented in this annual report. The accompanying Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America, applying certain estimations and judgments as required.
Our board of directors exercises its responsibility for the financial statements through its Audit Committee, which consists entirely of independent non-management board members. The Audit Committee meets periodically with management and with PricewaterhouseCoopers LLP, the independent registered public accounting firm retained to audit our Consolidated Financial Statements, both privately and with management present, to review accounting, auditing, internal control and financial reporting matters.
The accompanying report of PricewaterhouseCoopers LLP is based on its audit, which it is required to conduct in accordance with the standards of the Public Company Accounting Oversight Board (U.S.), and which includes the consideration of our internal control over financial reporting to establish a basis for reliance thereon in determining the nature, timing and extent of audit tests to be applied.
Richard G. Thornberry
Chief Executive Officer
J. Franklin Hall
Senior Executive Vice President and Chief Financial Officer


139


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Radian Group Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Radian Group Inc. and its subsidiaries as of December 31, 2017 and 2016 , and the related consolidated statements of operations, comprehensive income, changes in common stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017 , including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(3) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


140


Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP

Philadelphia, PA
February 28, 2018


We have served as the Company’s auditor since 2007.


141


Radian Group Inc.
CONSOLIDATED BALANCE SHEETS
 
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



See Notes to Consolidated Financial Statements.


142


Radian Group Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
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



See Notes to Consolidated Financial Statements.


143


Radian Group Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
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






























See Notes to Consolidated Financial Statements.


144


Radian Group Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY
 
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

See Notes to Consolidated Financial Statements.


145


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
)


146


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












See Notes to Consolidated Financial Statements.


147

Radian Group Inc.
Notes to Consolidated Financial Statements
 





1. Description of Business and Recent Developments
We are a diversified mortgage and real estate services business, providing both credit-related insurance coverage and other credit risk management solutions, as well as a broad array of mortgage and real estate services. We have two reportable business segments—Mortgage Insurance and Services. On April 1, 2015, Radian Guaranty completed the sale of its former financial guaranty subsidiary, Radian Asset Assurance, to Assured, pursuant to the Radian Asset Assurance Stock Purchase Agreement. The operating results of Radian Asset Assurance were classified as discontinued operations. See Note 18 for additional information related to discontinued operations.
Mortgage Insurance
Our Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions, to mortgage lending institutions nationwide. Private mortgage insurance plays an important role in the U.S. housing finance system because it promotes affordable home ownership and helps protect mortgage lenders, investors or other beneficiaries by mitigating default-related losses on residential mortgage loans. Generally, these loans are made to home buyers who make down payments of less than 20% of the purchase price for their home or, in the case of refinancings, have less than 20% equity in their homes. Private mortgage insurance also facilitates the sale of these low down payment loans in the secondary mortgage market, most of which are sold to the GSEs.
Our Mortgage Insurance segment currently offers primary mortgage insurance coverage on residential first-lien mortgage loans. Our total direct primary mortgage insurance RIF was $51.3 billion as of December 31, 2017 . We provide our mortgage insurance products and services mainly through our wholly-owned subsidiary, Radian Guaranty.
The GSEs and state insurance regulators impose various capital and financial requirements on our insurance subsidiaries. These include Risk-to-capital, other risk-based capital measures and surplus requirements, as well as the PMIERs financial requirements discussed below. Failure to comply with these capital and financial requirements may limit the amount of insurance that our insurance subsidiaries may write or prohibit our insurance subsidiaries from writing insurance altogether. The GSEs and state insurance regulators also possess significant discretion with respect to our insurance subsidiaries and all aspects of their business. See Note 19 for additional regulatory information.
PMIERs. In order to be eligible to insure loans purchased by the GSEs, mortgage insurers such as Radian Guaranty must meet the GSEs’ eligibility requirements, or PMIERs. At December 31, 2017 , Radian Guaranty is an approved mortgage insurer under the PMIERs and is in compliance with the PMIERs financial requirements.
The PMIERs are comprehensive, covering virtually all aspects of the business and operations of a private mortgage insurer, including internal risk management and quality controls, the relationship between the GSEs and the approved insurer, as well as the approved insurer’s financial condition. In addition, private mortgage insurers are required under the PMIERs to obtain the prior consent of the GSEs before taking certain actions, which may include paying dividends, entering into various intercompany agreements, and commuting or reinsuring risk, among others. If Radian Guaranty is unable to satisfy the requirements set forth in the PMIERs, the GSEs could restrict it from conducting certain types of business with them or take actions that may include not purchasing loans insured by Radian Guaranty.
The PMIERs financial requirements require that a mortgage insurer’s Available Assets meet or exceed its Minimum Required Assets. The GSEs may amend the PMIERs at any time, and they have broad discretion to interpret the requirements, which could impact the calculation of Radian Guaranty’s Available Assets and/or Minimum Required Assets, and the PMIERs specifically provide that the factors that are applied to calculate and determine a mortgage insurer’s Minimum Required Assets may be updated every two years following a minimum of 180 days’ notice, or more frequently, as determined by the GSEs, to reflect changes in macroeconomic conditions or loan performance. On December 18, 2017, Radian Guaranty received, on a confidential basis, a summary of proposed changes to the PMIERs. Although it is reasonably likely that updates to the PMIERs could, among other things, result in a material increase to Radian Guaranty’s capital requirements under the PMIERs financial requirements, Radian expects to be able to fully comply with the proposed PMIERs as of the expected effective date in late 2018.
From time to time, we enter into reinsurance transactions as part of our strategy to manage our capital position and risk profile, which includes managing Radian Guaranty’s position under the PMIERs financial requirements. The credit that we receive under the PMIERs financial requirements for these transactions is subject to the periodic review of the GSEs.


148

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Services
Our Services business is a fee-for-service business that offers a broad array of services to market participants across the mortgage and real estate value chain. These comprise mortgage services and real estate services that provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate.
Our mortgage services offerings include transaction management services such as loan review, RMBS securitization and distressed asset reviews, servicer and loan surveillance and underwriting. Our real estate services include: REO asset management; review and valuation services related to single family rental properties; real estate valuation services; real estate brokerage services; and title and settlement services that include title search, settlement and closing services.
Discontinued Operations
On April 1, 2015, Radian Guaranty completed the sale of 100% of the issued and outstanding shares of Radian Asset Assurance, its former financial guaranty subsidiary, for a purchase price of approximately $810 million , pursuant to the Radian Asset Assurance Stock Purchase Agreement. The divestiture was intended to better position Radian Guaranty to comply with the PMIERs and to support Radian’s strategic focus on the mortgage and real estate industries. After closing costs and other adjustments, Radian Guaranty received net proceeds of $789 million . For additional information related to discontinued operations, see Note 18 .
2017 Developments
Capital and Liquidity Actions. During 2017, we completed a series of capital and liquidity actions, including: (i) extending the weighted average maturity of our Senior Notes by purchasing a portion of our Senior Notes due 2019, 2020 and 2021 through tender offers and issuing our Senior Notes due 2024; (ii) eliminating our Convertible Senior Notes due 2017 and 2019; (iii) entering into a $225 million unsecured revolving credit facility; and (iv) renewing our share repurchase program. These transactions strengthened our capital and liquidity position and improved our financial flexibility, including by improving our debt maturity profile. See Notes 12 and 14 for additional information.
Restructuring and Other Exit Costs. Based on our strategic assessment of the Services business, on September 5, 2017, the Company committed to a plan to restructure the Services business and incurred pretax restructuring charges of $17.3 million in 2017, including $6.8 million in cash payments. Additional pretax restructuring charges of approximately $3.8 million , including approximately $3.0 million in cash, are expected to be recognized within the next 12 months. The total restructuring charges of approximately $21.1 million are expected to consist of: (i) asset impairment charges (including the loss recognized on the sale of our EuroRisk business) of approximately $11.3 million ; (ii) employee severance and benefit costs of approximately $7.1 million ; (iii) facility and lease termination costs of approximately $1.8 million ; and (iv) contract termination and other restructuring costs of approximately $0.9 million . See Note 7 for additional information, including the events that led to the restructuring decision.
Impairment of Goodwill and Other Intangible Assets. During the second quarter of 2017, we recorded a goodwill impairment charge and an impairment charge for other intangible assets. See Note 7 for additional information.
Reinsurance. During 2017, we entered into the 2018 Single Premium QSR Transaction with a panel of reinsurers and we amended the terms of the 2016 Single Premium QSR Transaction to increase the ceded risk on performing loans from 35% to 65% for the 2015 through 2017 vintages. See Note 8 for additional information about our reinsurance transactions.
2 . Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements are prepared in accordance with GAAP and include the accounts of Radian Group Inc. and its subsidiaries. All intercompany accounts and transactions, and intercompany profits and losses, have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.
We refer to Radian Group Inc. together with its consolidated subsidiaries as “Radian,” the “Company,” “we,” “us” or “our,” unless the context requires otherwise. We generally refer to Radian Group Inc. alone, without its consolidated subsidiaries, as “Radian Group.” Unless otherwise defined in this report, certain terms and acronyms used throughout this report are defined in the Glossary of Abbreviations and Acronyms included as part of this report.


149

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of our contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. While the amounts included in our consolidated financial statements include our best estimates and assumptions, actual results may vary materially.
Risks and Uncertainties
Radian Group and its subsidiaries are subject to risks and uncertainties that could affect amounts reported in our financial statements in future periods. Our future performance and financial condition are subject to significant risks and uncertainties that could cause actual results to be materially different from our estimates and forward-looking statements.
Reserve for Losses and LAE
We establish reserves to provide for losses and LAE, which include the estimated costs of settling claims in our Mortgage Insurance segment, in accordance with the accounting standard regarding accounting and reporting by insurance enterprises. Although this standard specifically excludes mortgage insurance from its guidance relating to the reserve for losses, because there is no specific guidance for mortgage insurance, we establish reserves for mortgage insurance as described below, using the guidance contained in this standard supplemented with other accounting guidance.
Estimating our loss reserves involves significant reliance upon assumptions and estimates with regard to the likelihood, magnitude and timing of each potential loss, including an estimate of the impact of our Loss Mitigation Activities. The models, assumptions and estimates we use to establish loss reserves may prove to be inaccurate, especially during an extended economic downturn or a period of extreme market volatility and uncertainty. As such, we cannot be certain that our reserve estimate will be adequate to cover ultimate losses on incurred defaults. For example, our mortgage insurance loss reserves generally increase as defaulted loans age, because historically, as defaulted loans age, they have been more likely to result in foreclosure, and therefore, have been more likely to result in a claim payment. While we believe this remains accurate, following the financial crisis, there are a significant number of loans in our defaulted portfolio that have been in default for an extended period of time, but which have not been subject to foreclosure, and therefore, have not resulted in claims. As a result, significant uncertainty remains with respect to the ultimate resolution of these aged defaults. This uncertainty requires management to use considerable judgment in estimating the rate at which these loans will result in claims.
Commutations and other negotiated terminations of our insured risks in our Mortgage Insurance segment provide us with an opportunity to exit exposures for an agreed upon payment, or payments, sometimes at an amount less than the previously estimated ultimate liability. Once all exposures relating to such policies are extinguished, all reserves for losses and LAE and other balances relating to the insured policies are generally reversed, with any remaining net gain or loss typically recorded through provision for losses. We take into consideration the specific contractual and economic terms for each individual agreement when accounting for our commutations or other negotiated terminations, which may result in differences in the accounting for these transactions.
In our Mortgage Insurance business, the default and claim cycle begins with the receipt of a default notice from the loan servicer. Reserves for losses are established upon receipt of notification from servicers that a borrower has missed two monthly payments, which is when we consider a loan to be in default for financial statement and internal tracking purposes. We also establish reserves for associated LAE, consisting of the estimated cost of the claims administration process, including legal and other fees and expenses associated with administering the claims process.
We maintain an extensive database of claim payment history, and use models based on a variety of loan characteristics to determine the likelihood that a default will reach claim status.


150

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


With respect to loans that are in default, considerable judgment is exercised as to the adequacy of reserve levels. For purposes of reserve modeling, loans are aggregated into groups using a variety of factors. The attributes currently used to define the groups for purposes of developing various assumptions include, but are not limited to, the Stage of Default, the Time in Default and type of insurance (i.e., primary or pool). We use an actuarial projection methodology referred to as a “roll rate” analysis that uses historical claim frequency information to determine the projected ultimate Default to Claim Rates based on the Stage of Default and Time in Default as well as the date that a loan goes into default. With respect to new defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma received subsequent to those two disasters, we assume a lower gross Default to Claim Rate than for new defaults with similar characteristics from other areas, due to our expectations based on past experience with other natural disasters, that a significant portion of these defaults will not result in claims. The Default to Claim Rate also includes our estimates with respect to expected Rescissions and Claim Denials, which have the effect of reducing our Default to Claim Rates. We forecast the impact of our Loss Mitigation Activity in protecting us against fraud, underwriting negligence, breach of representation and warranties, inadequate documentation of submitted claims and other items that may give rise to Rescissions or cancellations and Claim Denials, to help determine the Default to Claim Rate. Our Loss Mitigation Activities have resulted in challenges from certain lender and servicer customers, which have resulted in some reversals of our decisions regarding Rescissions, Claim Denials and Claim Curtailments in the ordinary course. Although we believe that our Loss Mitigation Activities are justified under our policies, certain challenges have resulted in disputes and litigation, which if resolved unfavorably to us, could require us to reassume the risk on, and increase loss reserves for, those policies or pay additional claims. See Note 7 for additional information. Our Master Policies specify the time period during which a suit or action arising from any right of the insured under the policy must be commenced. The assumptions embedded in our estimated Default to Claim Rate on our in-force default inventory include an adjustment to our estimated Rescissions and Claim Denials to account for the fact that we expect a certain number of policies to be reinstated and ultimately to be paid, as a result of valid challenges by such policy holders.
After estimating the Default to Claim Rate, we estimate Claim Severity based on the average of recently observed severity rates within product type, type of insurance, and Time in Default cohorts. These average severity estimates are then applied to individual loan coverage amounts to determine reserves. Similar to the Default to Claim Rate, Claim Severity also is impacted by the length of time that loans are in default and by our Loss Mitigation Activity. For claims under our primary mortgage insurance, the coverage percentage is applied to the claim amount, which consists of the unpaid loan principal, plus past due interest (for which our liability is contractually capped in accordance with the terms of our Master Policies) and certain expenses associated with the default, to determine our maximum liability. Therefore, Claim Severity generally increases the longer that a loan is in default. In addition, we estimate the impact that the amount that Claim Curtailments due to servicer noncompliance with our insurance policies and servicing guidelines have on the amount that we ultimately will have to pay with respect to claims. As part of our claims review process, we assess whether defaulted loans were serviced appropriately in accordance with our insurance policies and servicing guidelines. If a servicer failed to satisfy its servicing obligations, our insurance policies provide that we may curtail the claim payment for such default, and in some circumstances, cancel coverage or deny the claim.
We do not establish reserves for loans that are in default if we believe that we will not be liable for the payment of a claim with respect to that default unless a reserve for premium deficiency is required. We generally do not establish loss reserves for expected future claims on insured mortgages that are not in default. See “— Reserve for Premium Deficiency” below for an exception to this general principle.
IBNR and Other Reserves
We also establish reserves for defaults that we estimate have been incurred but have not been reported to us on a timely basis by the servicer, as well as for previous Rescissions, Claim Denials and Claim Curtailments that we estimate will be reinstated and subsequently paid. We generally give the policyholder up to 30 days to challenge our decision to rescind coverage before we consider a policy to be rescinded and remove it from our defaulted inventory; therefore, we currently expect only a limited percentage of policies that were rescinded to be reinstated. We currently expect a significant percentage of claims that were denied to be resubmitted as a perfected claim and ultimately paid. Most often, a Claim Denial is the result of a servicer’s inability to provide the loan origination file or other servicing documents for review. Under the terms of our Master Policies with our lending customers, our policyholders have up to one year after the acquisition of borrower’s title to provide to us the necessary documents to perfect a claim. All estimates are periodically reviewed and adjustments are made as they become necessary.


151

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The impact to our reserve due to estimated future Loss Mitigation Activities incorporates our expectations regarding the number of policies that we expect to be reinstated as a result of our claims rebuttal process. Rescissions, Claim Denials and Claim Curtailments may occur for various reasons, including, without limitation, underwriting negligence, fraudulent applications and appraisals, breach of representations and warranties and inadequate documentation, primarily related to our Legacy Portfolio. The level of Rescissions, Claim Denials and Claim Curtailments has been declining in recent periods as our defaulted Legacy Portfolio continues to decline, and we expect this trend to continue.
Unless a liability associated with such activities or discussions becomes probable and can be reasonably estimated, we consider our claim payments and our Rescissions, Claim Denials and Claim Curtailments to be resolved for financial reporting purposes. Under the accounting standard regarding contingencies, an estimated loss is accrued only if we determine that the loss is probable and can be reasonably estimated. For populations of disputed Rescissions, Claim Denials and Claim Curtailments where we determine that a settlement is probable and that a loss can be reasonably estimated, we reflect our best estimate of the expected loss related to the populations under discussion in our financial statements, primarily as a component of our IBNR reserve. While our reserves include our best estimate of such losses, the outcome of the discussions or potential legal proceedings that could ensue is uncertain, and it is reasonably possible that a loss exists in excess of the amount accrued.
Included in our loss reserves is an estimate related to a potential additional payment to Freddie Mac under the Freddie Mac Agreement, which is dependent upon the Loss Mitigation Activity on the population of loans subject to that agreement. Our reserve related to this potential additional payment is based on the estimated Rescissions, Claim Denials, Claim Curtailments and cancellations for this population of loans, determined using assumptions that are consistent with those utilized to determine our overall loss reserves. During the third quarter of 2017, the scheduled final settlement date under the Freddie Mac Agreement occurred, although an immaterial amount remains outstanding due to Loss Mitigation Activity and pending claims activity already in process but not yet finalized. See Note 11 for additional information about the Freddie Mac Agreement.
Senior management regularly reviews the modeled frequency, Rescission, Claim Denial, Claim Curtailments and Claim Severity estimates, which are based on historical trends, as described above. If recent emerging or projected trends differ significantly from the historical trends used to develop the modeled estimates, management evaluates these trends and determines how they should be considered in its reserve estimates.
Reserve for Premium Deficiency
Insurance enterprises are required to establish a PDR if the net present value of the expected future losses and expenses for a particular product line exceeds the net present value of expected future premiums and existing reserves for that product line. We reassess our expectations for premiums, losses and expenses for our mortgage insurance business at least quarterly and update our premium deficiency analyses accordingly. For our mortgage insurance business, we group our mortgage insurance products into two categories: first-lien and second-lien mortgage loans. As of December 31, 2017 and 2016, the combination of the net present value of our expected future premiums and existing reserves (net of reinsurance recoverables) significantly exceeded the net present value of our future expected losses and expenses associated with our first lien mortgage insurance portfolio. Our second-lien PDR is recorded as a component of other liabilities.

Fair Value of Financial Instruments
Our estimated fair value measurements are intended to reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Changes in economic conditions and capital market conditions, including but not limited to, credit spread changes, benchmark interest rate changes, market volatility and changes in the value of underlying collateral, could cause actual results to differ materially from our estimated fair value measurements. We define fair value as the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.


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Notes to Consolidated Financial Statements - (Continued)
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In accordance with GAAP, we established a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the measurement in its entirety. The three levels of the fair value hierarchy are defined below:
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.
For markets in which inputs are not observable or are limited, we use significant judgment and assumptions that a typical market participant would use to evaluate the market price of an asset or liability. Given the level of judgment necessary, another market participant may derive a materially different estimate of fair value. These assets and liabilities are classified in Level III of our fair value hierarchy.
Available for sale securities, trading securities, and certain other assets are recorded at fair value as described in Note 5. All changes in fair value of trading securities and certain other assets are included in our consolidated statements of operations. All changes in the fair value of available for sale securities are recorded in accumulated other comprehensive income (loss) .
Insurance Premiums—Revenue Recognition
Mortgage insurance premiums written on an annual or multi-year basis are initially recorded as unearned premiums and earned over time. Annual premiums are amortized on a monthly, straight-line basis. Multi-year premiums are amortized over the terms of the contracts in relation to the anticipated claim payment pattern based on historical industry experience. Premiums written on a monthly basis are earned over the period that coverage is provided. When we rescind insurance coverage on a loan, we refund all premiums received in connection with such coverage. Premium revenue is recognized net of our accrual for estimated premium refunds due to Rescissions or other factors. With respect to our reinsurance transactions, ceded premiums written are initially set up as prepaid reinsurance and are amortized in a manner consistent with the recognition of income on direct premiums.
Deferred Policy Acquisition Costs
Incremental, direct costs associated with the successful acquisition of mortgage insurance business, consisting of compensation and other policy issuance and underwriting expenses, are initially deferred and reported as deferred policy acquisition costs. Amortization of these costs for each underwriting year book of business is expensed in proportion to estimated gross profits over the estimated life of the policies. This includes accruing interest on the unamortized balance of deferred policy acquisition costs. Ceding commissions received under our reinsurance arrangements related to these costs are also deferred and accounted for using similar assumptions, including certain amounts received under our reinsurance transactions. See Notes 8 and 9 for additional details.
Estimates of expected gross profit, including the Persistency Rate and loss development assumptions for each underwriting year used as a basis for amortization, are evaluated quarterly and the total amortization recorded to date is adjusted by a charge or credit to our consolidated statements of operations if actual experience or other evidence suggests that previous estimates should be revised. Considerable judgment is used in evaluating these estimates and the assumptions on which they are based. The use of different assumptions may have a significant effect on the amortization of deferred policy acquisition costs.
Revenue Recognition—Services Revenue
Services revenue is recognized when pervasive evidence of an arrangement exists, the service has been performed, the fee is fixed and determinable and collection of the resulting receivable is reasonably assured.


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The Services segment derives most of its revenue from professional service activities. A portion of these activities are provided under “time-and-materials” billing arrangements. Services revenue consisting of billed fees and pass-through expenses is recorded as work is performed and expenses are incurred. Services revenue also includes expenses billed to clients, which includes travel and other out-of-pocket expenses, and other reimbursable expenses.
The Services segment also derives revenue from REO management activities, and is generally paid a fixed fee or a percentage of the sale proceeds upon the sale of a property. Services revenue is recognized when the sale of a property closes and the client has confirmed receipt of the sale proceeds from a buyer. In certain instances, fees are received at the time that an asset is assigned to Radian for REO management. These fees are recorded as deferred revenue and are recognized on a straight-line basis over the average period of time required to sell an asset and complete the earnings process.
The Services segment also generates additional revenue utilizing a percentage-of-sales contract. Through the use of Services’ proprietary technology, property leads are sent to select clients. Services recognizes revenue for these transactions based on a percentage of the sale, upon the client’s successful closing on the property.
The Services segment also provides certain services under multiple element arrangements, including valuations, title reviews and tax lien reviews. Contracts for these services include provisions requiring the client to pay a per-unit price for services that have been performed if the client cancels the contract. Each service qualifies as a separate unit of accounting on a per-unit basis, and we recognize revenue as each individual service is performed.
We do not recognize revenue or expense related to amounts advanced by us and subsequently reimbursed by clients for maintenance or repairs of REO properties because we are not the primary obligor and we have minimal credit risk. We record an expense if an advance is made that is not in accordance with a client contract and the client is not obligated to reimburse us.
Cost of Services
Cost of services consists primarily of employee compensation and related payroll benefits, the cost of billable labor assigned to revenue-generating activities, as well as corresponding travel and related expenses incurred in providing such services to clients in our Services segment. Cost of services also includes costs paid to outside vendors, including real estate agents that provide valuation and related services, as well as data acquisition costs and other compensation-related expenses to maintain software application platforms that directly support our businesses. Cost of services does not include an allocation of overhead costs.
Income Taxes
We provide for income taxes in accordance with the provisions of the accounting standard regarding accounting for income taxes. As required under this standard, our deferred tax assets and deferred tax liabilities are recognized under the balance sheet method, which recognizes the future tax effect of temporary differences between the amounts recorded in our consolidated financial statements and the tax bases of these amounts. Deferred tax assets and deferred tax liabilities are measured using the enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or deferred tax liability is expected to be realized or settled.
We are required to establish a valuation allowance against our deferred tax assets when it is more likely than not that all or some portion of our deferred tax assets will not be realized. At each balance sheet date, we assess our need for a valuation allowance. Our assessment is based on all available evidence, both positive and negative. This requires management to exercise judgment and make assumptions regarding whether our deferred tax assets will be realized in future periods.
Our provision for income taxes for interim financial periods is based on an estimate of our annual effective tax rate for the full year of 2017 and 2016. When estimating our full year 2017 and 2016 effective tax rates, we adjust our forecasted pre-tax income for gains and losses on our investments, changes in the accounting for uncertainty in income taxes, changes in our beginning of year valuation allowance, and other adjustments. The impact of these items is accounted for as Discrete Items at the applicable federal tax rate.


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Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
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On December 22, 2017, the TCJA was enacted into law. We are required to recognize the accounting effects of the TCJA in the period of enactment, such as remeasuring our deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the TCJA for which the accounting is incomplete. To the extent that a company’s accounting for certain income tax effects of the TCJA is incomplete but it is able to determine a reasonable estimate, it must record provisional estimates in the financial statements, during a measurement period not to extend beyond one year of the enactment date. Since the TCJA was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation is expected over the next 12 months, we have accounted for the tax effects of the TCJA on a provisional basis. Although our accounting for certain income tax effects is incomplete, we have determined reasonable estimates for those effects. Our reasonable estimates are included in our financial statements as of December 31, 2017 and we expect to complete our accounting during the one-year measurement period from the enactment date.
Foreign Currency Revaluation/Translation
Assets and liabilities denominated in foreign currencies are revalued or translated at year-end exchange rates. Operating results are translated at average rates of exchange prevailing during the year. Unrealized gains and losses, net of deferred taxes, resulting from translation are included in accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses resulting from transactions in foreign currency are recorded in our statements of operations.
Cash and Restricted Cash
Included in our restricted cash balances as of December 31, 2017 were: (i) funds for a mortgage insurance reserve policy held in escrow for any future duties, rights and liabilities; (ii) funds held in trust for the benefit of certain policyholders; (iii) escrow funds held for servicer liabilities; and (iv) escrow funds held for title services obligations. Total cash and restricted cash shown in the consolidated statement of cash flows as of December 31, 2017 of $96.2 million comprise cash and restricted cash of $80.6 million and $15.7 million , respectively, as shown on the consolidated balance sheet as of December 31, 2017 . Total cash and restricted cash shown in the consolidated statement of cash flows as of December 31, 2016 of $61.8 million comprise cash and restricted cash of $52.1 million and $9.7 million , respectively, as shown on the consolidated balance sheet as of December 31, 2016 .
Within our consolidated statements of cash flows, we classify cash receipts and cash payments related to items measured at fair value according to their nature and purpose. Because our investment activity for trading securities relates to overall strategic initiatives and is not trading related, it is recorded as cash flows from investing activities.
Investments
We group assets in our investment portfolio into one of three main categories: held to maturity, available for sale or trading securities. Fixed-maturity securities for which we have the positive intent and ability to hold to maturity, if any, are classified as held to maturity and are reported at amortized cost. Trading securities are securities that are purchased and held primarily for the purpose of selling them in the near term, and are reported at fair value, with unrealized gains and losses reported as a separate component of income. Investments in securities not classified as held to maturity or trading securities are classified as available for sale and are reported at fair value, with unrealized gains and losses (net of tax) reported as a separate component of stockholders’ equity as accumulated other comprehensive income (loss). Short-term investments consist of money market instruments, certificates of deposit and highly liquid, interest-bearing instruments with an original maturity of three months or less at the time of purchase. Amortization of premium and accretion of discount are calculated principally using the interest method over the term of the investment. Realized gains and losses on investments are recognized using the specific identification method. See Notes 5 and 6 for further discussion on the fair value of investments.


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Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
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We record an other-than-temporary impairment adjustment on a security with an unrealized loss if we intend to sell the impaired security, if it is more likely than not that we will be required to sell the impaired security prior to recovery of its amortized cost basis, or if the present value of cash flows we expect to collect is less than the amortized cost basis of the security. If a sale is likely, the security is classified as other-than-temporarily impaired and the full amount of the impairment is recognized as a loss in the statement of operations. Otherwise, losses on securities that are other-than-temporarily impaired are separated into: (i) the portion of loss that represents the credit loss and (ii) the portion that is due to other factors. The credit loss portion is recognized as a loss in the statement of operations, while the loss due to other factors is recognized in accumulated other comprehensive income (loss), net of taxes. A credit loss is determined to exist if the present value of discounted cash flows expected to be collected from the security is less than the cost basis of the security. The present value of discounted cash flows is determined using the original yield of the security. In evaluating whether a decline in value is other-than-temporary, we consider several factors in addition to the above, including, but not limited to, the following:
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.
Securities Lending Agreements
Securities lending agreements, in which we loan certain securities in our investment portfolio to third parties for short periods of time in exchange for collateral consisting of cash and other securities, are treated as collateralized financing arrangements on our consolidated balance sheets. In all of our securities lending agreements, the securities that we transfer to Borrowers (loaned securities) may be transferred or loaned by the Borrowers; however, we maintain effective control over all loaned securities, including: (i) retaining ownership of the securities; (ii) receiving the related investment or other income; and (iii) having the right to request the return of the loaned securities at any time. We report such securities within other assets in our consolidated balance sheets. We receive cash or other securities as collateral for such loaned securities. Any cash collateral may be invested in liquid assets. Cash collateral, which is reinvested for our benefit by the intermediary in accordance with the investment guidelines contained in the securities lending and collateral agreements, is reflected in short-term investments, with an offsetting liability recognized in other liabilities for the obligation to return the cash collateral to the Borrower. Securities collateral we receive from Borrowers is held on deposit for the Borrower’s benefit and we may not transfer or loan such securities collateral unless the Borrower is in default. Therefore, such securities collateral is not reflected in our consolidated financial statements given that the risks and rewards of ownership are not transferred to us from the Borrowers. See Note 6 for additional information.
Fees received and paid in connection with securities lending agreements are recorded in net investment income and interest expense, respectively, on the consolidated statements of operations.
Accounts and Notes Receivable
Accounts and notes receivable primarily consist of accrued premiums receivable due from our mortgage insurance customers, amounts billed and due from our Services customers for services our Services segment has performed, and profit commission receivable, if any, related to our reinsurance transactions. See Note 8 for details. Accounts and notes receivable are carried at their estimated collectible amounts, net of any allowance for doubtful accounts, and are periodically evaluated for collectability based on past payment history and current economic conditions. Accounts and notes receivable exclude unbilled receivables totaling $22.3 million , which represent receivables for services performed that are not yet billed. Unbilled receivables are presented in other assets.
Company-Owned Life Insurance (“COLI”)
We are the beneficiary of insurance policies on the lives of certain of our current and past officers and employees. We have recognized the amount that could be realized upon surrender of the insurance policies in other assets in our consolidated balance sheets. See Note 9 for additional information.


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Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
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Property and Equipment
Property and equipment is carried at cost, net of depreciation. For financial statement reporting purposes, computer hardware and software is generally depreciated over three or five years and furniture, fixtures and office equipment is depreciated over seven years. Leasehold improvements are depreciated over the lesser of the estimated useful life of the asset improved or the remaining term of the lease. See Note 9 for additional information.
Goodwill and Other Intangible Assets, Net
Goodwill and other intangible assets were established primarily in connection with our acquisition of Clayton. Goodwill is an asset representing the estimated future economic benefits arising from the assets we have acquired that were not individually identified and separately recognized, and includes the value of discounted expected future cash flows of Clayton, Clayton’s workforce, expected synergies with our other affiliates and other unidentifiable intangible assets. Goodwill is deemed to have an indefinite useful life and is subject to review for impairment annually, or more frequently, whenever circumstances indicate potential impairment at the reporting unit level. A reporting unit represents a business for which discrete financial information is available; more than one reporting unit may be aggregated into a single reporting unit if they have similar economic characteristics. Events that could result in an interim assessment of goodwill impairment and/or a potential impairment charge include, but are not limited to: (i) significant under-performance relative to historical or projected future operating results; (ii) significant changes in the strategy for the Services segment; (iii) significant negative industry or economic trends; and (iv) a decline in Radian’s market capitalization below book value if such decline is attributable to the Services segment. Management regularly updates certain assumptions related to our projections, including the likelihood of achieving the assumed potential revenues from new initiatives and business strategies, and if these or other items have a significant negative impact on the reporting unit’s projections we may perform additional analysis to determine whether an impairment charge is needed. Lower earnings over sustained periods also can lead to impairment of goodwill, which could result in a charge to earnings. The value of goodwill is primarily supported by revenue projections, which are mostly driven by projected transaction volume and margins.
In performing the quantitative analysis for our goodwill impairment test as of June 30, 2017, we elected to early adopt the update to the accounting standard regarding goodwill and other intangibles, as discussed in “Recent Accounting Pronouncements— Accounting Standards Adopted During 2017 , ” below. This update simplifies the subsequent measurement of goodwill by eliminating step two of the goodwill impairment test. Under the new guidance, if indicators for impairment are present, we perform a quantitative analysis to evaluate our long-lived assets for potential impairment, and then determine the amount of the goodwill impairment by comparing a reporting unit’s fair value to its carrying amount. After adjusting the carrying value for any impairment of other intangibles or long-lived assets, an impairment charge is recognized for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, up to the full amount of the goodwill allocated to the reporting unit.
Intangible assets, other than goodwill, primarily consist of customer relationships, technology, trade name and trademarks, client backlog and non-competition agreements. Customer relationships represent the value of the specifically acquired customer relationships and are valued using the excess earnings approach using estimated client revenues, attrition rates, implied royalty rates and discount rates. The excess earnings approach estimates the present value of expected earnings in excess of a traditional return on business assets. Technology represents proprietary software used for loan review, underwriting and due diligence, managing the REO disposition process, performing surveillance of mortgage loan servicers, real estate valuations and client workflow solutions. Trade name and trademarks reflect the value inherent in the recognition of the “Clayton” name and its reputation. For purposes of our intangible assets, we use the term client backlog to refer to the estimated present value of fees to be earned for services performed on loans currently under surveillance or REO assets under management. The value of a non-competition agreement is an appraisal of potential lost revenues that would arise from an individual leaving to work for a competitor or initiating a competing enterprise. For financial reporting purposes, intangible assets with finite lives are amortized over their applicable estimated useful lives in a manner that approximates the pattern of expected economic benefit from each intangible asset.
The calculation of the estimated fair value of goodwill and other intangibles is performed primarily using an income approach and requires the use of significant estimates and assumptions that are highly subjective in nature, such as attrition rates, discount rates, future expected cash flows and market conditions. The most significant assumptions relate to the valuation of customer relationships. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.


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Notes to Consolidated Financial Statements - (Continued)
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For more information on our accounting for goodwill and other intangibles, including our impairment analysis policy, see Note 7 .
Accounting for Share-Based Compensation
The stock-based compensation cost related to share-based liability awards is based on the fair value as of the measurement date. The compensation cost for equity instruments is measured based on the grant-date fair value at the date of issuance. For share-based awards with performance conditions related to our own operations, the expense recognized is dependent on the probability of the performance measure being achieved. Compensation cost is generally recognized over the periods that an employee provides service in exchange for the award. See Note 15 for further information.
Purchases of Convertible Debt Prior to Maturity
We account for the purchases of our outstanding convertible debt as induced conversions of convertible debt in accordance with the accounting standard regarding derecognition of debt with conversion and other options, and the accounting standard regarding debt modifications and extinguishments. The accounting standards require the recognition through earnings of an inducement charge equal to the fair value of the consideration delivered in excess of the consideration issuable under the original conversion terms. The remaining consideration delivered and transaction costs incurred are required to be allocated between the extinguishment of the liability component and the reacquisition of the equity component. Therefore, we recognize a loss on induced conversion and debt extinguishment equal to the sum of: (i) the inducement charge; (ii) the difference between the fair value and the carrying value of the liability component of the purchased debt; (iii) transaction costs allocated to the debt component; and (iv) unamortized debt issuance costs related to the purchased debt.
Reinsurance
In accordance with the terms of the 2016 Single Premium QSR Transaction, rather than making a cash payment or transferring investments for ceded premiums written, Radian Guaranty holds the related amounts to collateralize the reinsurers’ obligations and has established a corresponding funds withheld liability. Any loss recoveries and any potential profit commission to Radian Guaranty will be realized from this account. The reinsurers’ share of earned premiums is paid from this account on a quarterly basis. This liability also includes an interest credit on funds withheld, which is recorded as ceded premiums at a rate specified in the agreement and, depending on experience under the contract, may be paid to either Radian Guaranty or the reinsurers. Ceded premiums written are recorded on the balance sheet as prepaid reinsurance premiums and amortized to ceded premiums earned in a manner consistent with the recognition of income on direct premiums. The ceding commission received for premiums ceded pursuant to this transaction is attributable to other underwriting costs. The unamortized portion of the ceding commission is reflected in other liabilities. See Note 8 for further discussion of our reinsurance transactions.
Accelerated Share Repurchase
In 2015, we had an accelerated share repurchase program that consisted of the combination of the purchase of Radian Group common stock from an investment bank and a forward contract with that investment bank indexed to Radian Group common stock. We accounted for the accelerated share repurchase program in accordance with the provisions of the accounting standards regarding derivatives and hedging for contracts indexed to an entity’s own stock, and the accounting standard regarding equity. The up-front payment to the investment bank as part of the accelerated share repurchase program was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets in the second quarter of 2015, the period in which the payment was made. The shares of Radian Group common stock received were retired, resulting in a decrease in shares issued and outstanding and a corresponding increase in unissued shares in the periods delivered. We reflect the accelerated share repurchase program as a repurchase of common stock in the periods delivered for purposes of calculating earnings per share and as forward contracts indexed to the Company’s own common stock. The accelerated share repurchase program met all of the applicable criteria for equity classification, and therefore, was not accounted for as a derivative instrument.


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Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
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Restructuring and Other Exit Costs
Restructuring and other exit costs include items such as asset impairment charges (including loss from the sale of a business line), employee severance and benefit costs, facility and lease termination costs, contract terminations and other costs of restructuring or exiting activities. The timing of the future expense and associated cash payments for restructuring and other exit costs is dependent on the type of exit cost and is expected to be completed within the next 12 months. We review assets for impairment in accordance with the accounting guidance for long-lived assets. The loss on sale of a business line is calculated by the excess of its carry amount over the sale price. Generally, our employee severance and benefit costs are part of the Company’s ongoing benefit arrangement and are recognized when probable and estimable. A liability for facility and lease contract termination costs is recognized at the date we cease the use of rights conveyed by the contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. Other contract termination and exit costs include future costs that will be incurred, which are recognized in total when they no longer will benefit the Company. The liabilities for restructuring and other exit costs are recorded in other liabilities.
Recent Accounting Pronouncements
Accounting Standards Adopted During 2017
In March 2016, the FASB issued an update to the accounting standards for share-based payment transactions, including: (i) accounting for income taxes; (ii) classification of excess tax benefits on the statement of cash flows; (iii) forfeitures; (iv) minimum statutory tax withholding requirements; (v) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes; (vi) the practical expedient for estimating the expected term; and (vii) intrinsic value. Among other things, the update requires: (i) all excess tax benefits and tax deficiencies to be recognized as income tax expense or benefit in the income statement as they occur; (ii) recognition of excess tax benefits, regardless of whether the benefits reduce taxes payable in the current period; and (iii) excess tax benefits to be classified along with other cash flows as an operating activity, rather than separated from other income tax cash flows as a financing activity. This update is effective for public companies for fiscal years beginning after December 15, 2016. Our adoption of this update, effective January 1, 2017, had an immaterial impact on our financial statements at implementation. As a result of implementing this new standard, however, we expect the potential for limited increased volatility in our effective tax rate and net earnings, and possible additional dilution in earnings per share calculations.
In January 2017, the FASB issued an update to the accounting standard regarding goodwill and other intangibles. This update simplifies the subsequent measurement of goodwill by eliminating step two of the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any excess of the reporting unit’s carrying amount over the reporting unit’s estimated fair value, after adjusting the carrying value for any impairment of other intangibles or long-lived assets. The provisions of this update are effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We elected to early adopt this update to perform the quantitative analysis for our goodwill impairment test as of June 30, 2017. See “—Goodwill and Other Intangible Assets, Net” above and Note 7 for additional information.


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Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
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Accounting Standards Not Yet Adopted
In May 2014, the FASB issued an update to the accounting standard regarding revenue recognition. In accordance with the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This update is not expected to change revenue recognition principles related to our investments and insurance products, which together represent the majority of our total revenues. This update is primarily applicable to revenues from our Services segment. In July 2015, the FASB delayed the effective date for this updated standard for public companies to interim and annual periods beginning after December 15, 2017, and subsequently issued various clarifying updates. Early adoption is permitted. This standard permits the use of either the full retrospective or the modified retrospective transition method. We currently anticipate using the modified retrospective method of adoption, with the cumulative effect of initially applying the guidance recognized at the date of adoption. We have reviewed current accounting policies and key contracts that are representative of our various products and services within the Services segment and are in the process of comparing our historical accounting policies and practices to the requirements of the new guidance. We have identified immaterial differences resulting from applying the new requirements to our contracts which mainly affect timing of revenue recognition. Given that most of our contracts are short-term in nature, we do not expect the impact to be material to our financial statements. We have also identified appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new guidance.
In January 2016, the FASB issued an update that makes certain changes to the standard for the accounting of financial instruments. Among other things, the update requires: (i) equity investments to be measured at fair value with changes in fair value recognized in net income (loss); (ii) the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (iii) separate presentation of financial assets and financial liabilities by measurement category and form of financial asset; and (iv) separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update also eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted, with the exception of the “own credit” provision. Our adoption of this update effective January 1, 2018 had an immaterial impact to our financial statements and expected disclosures. As a result of implementing this standard, we expect the potential for increased volatility in earnings.
In February 2016, the FASB issued an update that replaces the existing accounting and disclosure requirements for leases of property, plant and equipment. The update requires lessees to recognize, as of the lease commencement date, assets and liabilities for all leases with lease terms of more than 12 months, which is a change from the current GAAP requirement to recognize only capital leases on the balance sheet. Pursuant to the new standard, the liability initially recognized for the lease obligation is equal to the present value of the lease payments not yet made, discounted over the lease term at the implicit interest rate of the lease, if available, or otherwise at the lessee’s incremental borrowing rate. The lessee is also required to recognize an asset for its right to use the underlying asset for the lease term, based on the liability subject to certain adjustments, such as for initial direct costs. Leases are required to be classified as either operating or finance, with expense on operating leases recorded as a single lease cost on a straight-line basis. For finance leases, interest expense on the lease liability is required to be recognized separately from the straight-line amortization of the right-of-use asset. Quantitative disclosures are required for certain items, including the cost of leases, the weighted-average remaining lease term, the weighted-average discount rate and a maturity analysis of lease liabilities. Additional qualitative disclosures are also required regarding the nature of the leases, such as basis, terms and conditions of: (i) variable interest payments; (ii) extension and termination options; and (iii) residual value guarantees. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted by applying the new guidance as of the beginning of the earliest comparative period presented, using a modified retrospective transition approach with certain optional practical expedients. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update. See Note 13 for additional information.


160

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


In June 2016, the FASB issued an update to the accounting standard regarding the measurement of credit losses on financial instruments. This update requires that financial assets measured at their amortized cost basis be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities are to be recorded through an allowance for credit losses, rather than a write-down of the asset, with the amount of the allowance limited to the amount by which fair value is less than amortized cost. This update is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.
In October 2016, the FASB issued an update to the accounting standard regarding the accounting for income taxes. This update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This update will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in the first interim period of the adoption year. We have concluded there is currently no impact to our financial statements and future disclosures as a result of this update.
In March 2017, the FASB issued an update to the accounting standard regarding receivables. The new standard requires certain premiums on purchased callable debt securities to be amortized to the earliest call date. The amortization period for callable debt securities purchased at a discount will not be impacted. The provisions of this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.
In February 2018, the FASB issued an update to the accounting standard regarding income statement reporting of comprehensive income and reclassification of certain tax effects from accumulated other comprehensive income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the TCJA. The provisions of this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period, for reporting periods for which financial statements have not been available for issuance. We are currently evaluating the impact to our financial statements and future disclosures as a result of this update.
3 . Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding, while diluted net income per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding and the weighted-average number of dilutive potential common shares. Dilutive potential common shares relate to our share-based compensation arrangements and our outstanding convertible senior notes. For all calculations, the determination of whether potential common shares are dilutive or anti-dilutive is based on net income from continuing operations.


161

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The calculation of the basic and diluted net income per share was as follows:
 
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

4 . Segment Reporting
We have two strategic business units that we manage separately—Mortgage Insurance and Services. Adjusted pretax operating income (loss) for each segment represents segment results on a standalone basis; therefore, inter-segment eliminations and reclassifications required for consolidated GAAP presentation have not been reflected. See Note 18 for information related to discontinued operations.
Management responsibilities for all contract underwriting activities are performed by the Services segment. We include underwriting-related expenses for mortgage insurance, based on a pro-rata volume of mortgage applications excluding third-party contract underwriting services, in our Mortgage Insurance segment’s other operating expenses before corporate allocations. We include underwriting-related expenses for third-party contract underwriting services, based on a pro-rata volume of mortgage applications, in our Services segment’s cost of services and other operating expenses before corporate allocations, as applicable.
We allocate to our Mortgage Insurance segment: (i) corporate expenses based on an allocated percentage of time spent on the Mortgage Insurance segment; (ii) all interest expense except for interest expense related to the original issued amount of $300 million from the Senior Notes due 2019 that were used to fund our purchase of Clayton; and (iii) all corporate cash and investments.
We allocate to our Services segment: (i) corporate expenses based on an allocated percentage of time spent on the Services segment and (ii) as noted above, allocated interest expense based on the original amount of debt issued to fund our acquisition of Clayton. No material corporate cash or investments are allocated to the Services segment. Inter-segment activities are recorded at market rates for segment reporting and eliminated in consolidation.
Adjusted Pretax Operating Income (Loss)
Our senior management, including our Chief Executive Officer (Radian’s chief operating decision maker), uses adjusted pretax operating income (loss) as our primary measure to evaluate the fundamental financial performance of each of Radian’s business segments and to allocate resources to the segments. Adjusted pretax operating income (loss) is defined as pretax income (loss) from continuing operations excluding the effects of net gains (losses) on investments and other financial instruments, loss on induced conversion and debt extinguishment, acquisition-related expenses, amortization or impairment of goodwill and other intangible assets, and net impairment losses recognized in earnings and losses from the sale of lines of business.
Although adjusted pretax operating income excludes certain items that have occurred in the past and are expected to occur in the future, the excluded items represent those that are: (i) not viewed as part of the operating performance of our primary activities or (ii) not expected to result in an economic impact equal to the amount reflected in pretax income. These adjustments, along with the reasons for their treatment, are described below.
(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).


162

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


(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).


163

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Summarized operating results for our segments as of and for the years ended, as applicable, were as follows:
 
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.
(4) Includes inter-segment revenues and expenses as follows:
 
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.



164

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


 
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

 



165

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


 
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

 



166

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The reconciliation of adjusted pretax operating income (loss) to consolidated pretax income from continuing operations is as follows:
 
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.
On a consolidated basis, “adjusted pretax operating income” is a measure not determined in accordance with GAAP. Total adjusted pretax operating income is not a measure of total profitability, and therefore should not be considered in isolation or viewed as a substitute for GAAP pretax income. Our definition of adjusted pretax operating income may not be comparable to similarly-named measures reported by other companies.
Concentration of Risk
As of December 31, 2017 , California is the only state that accounted for more than 10% of our mortgage insurance business measured by primary RIF. California accounted for 12.4% of our Mortgage Insurance segment’s primary RIF at both December 31, 2017 and December 31, 2016 . California accounted for 14.1% of our Mortgage Insurance segment’s direct primary NIW for the year ended December 31, 2017 , compared to 14.8% and 15.2% for the years ended December 31, 2016 and 2015 , respectively.
The largest single mortgage insurance customer (including branches and affiliates), measured by primary NIW, accounted for 6.8% of NIW during 2017 , compared to 5.7% and 4.6% from the largest single customer in 2016 and 2015 , respectively. Earned premiums from one mortgage insurance customer represented 15% , 15% and 16% of our consolidated revenues (excluding net gains (losses) on investments and other financial instruments) in 2017 , 2016 and 2015 , respectively.
Net premiums earned attributable to foreign countries and long-lived assets located in foreign countries were immaterial for the periods presented.


167

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


5 . Fair Value of Financial Instruments
The following is a list of those assets that are measured at fair value by hierarchy level as of December 31, 2017 :
 
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.
At December 31, 2017 , there were no Level III assets measured at fair value, and no Level III liabilities. There were no investment transfers between Level I, Level II or Level III for the year ended December 31, 2017 .


168

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The following is a list of those assets that are measured at fair value by hierarchy level as of December 31, 2016 :
 
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.
At December 31, 2016 , total Level III assets of $1.0 million accounted for less than 0.1% of total assets measured at fair value. Within other investments is a Level III investment which was purchased during the second quarter of 2016, and there were no related gains or losses recorded during the year ended December 31, 2016 . Within equity securities is a Level III investment that was purchased during the second quarter of 2015, and there were no related gains or losses recorded during the year ended December 31, 2016 . There were no Level III liabilities at December 31, 2016 .
There were no investment transfers between Level I, Level II or Level III for the year ended December 31, 2016 .
Rollforward activity of Level III assets and liabilities (including realized and unrealized gains and losses, purchases, sales, issuances, settlements and transfers) was immaterial for the years ended December 31, 2017 and 2016 .
Valuation Methodologies for Assets Measured at Fair Value
The following are descriptions of our valuation methodologies for financial assets and liabilities measured at fair value.
We are responsible for the determination of the value of all investments carried at fair value and the supporting methodologies and assumptions. To assist us in this responsibility, we utilize independent third-party valuation service providers to gather, analyze and interpret market information and estimate fair values based upon relevant methodologies and assumptions for various asset classes and individual securities. We perform monthly quantitative and qualitative analyses on the prices received from third parties to determine whether the prices are reasonable estimates of fair value. Our analysis includes: (i) a review of the methodology used by third-party pricing services; (ii) a comparison of pricing services’ valuations to other independent sources; (iii) a review of month-to-month price fluctuations; and (iv) a comparison of actual purchase and sale transactions with valuations received from third parties. These processes are designed to ensure that our investment values are accurately recorded, that the data inputs and valuation techniques utilized are appropriate and consistently applied and that the assumptions are reasonable and consistent with the objective of determining fair value.
U.S. government and agency securities. The fair value of U.S. government and agency securities is estimated using observed market transactions, including broker-dealer quotes and actual trade activity as a basis for valuation. U.S. government and agency securities are categorized in either Level I or Level II of the fair value hierarchy.


169

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


State and municipal obligations. The fair value of state and municipal obligations is estimated using recent transaction activity, including market observations. Valuation models are used, which incorporate bond structure, yield curve, credit spreads and other factors. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.
Money market instruments. The fair value of money market instruments is based on daily prices, which are published and available to all potential investors and market participants. As such, these securities are categorized in Level I of the fair value hierarchy.
Corporate bonds and notes. The fair value of corporate bonds and notes is estimated using recent transaction activity, including market observations. Spread models are used that incorporate issuer and structure characteristics, such as credit risk and early redemption features, where applicable. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable.
RMBS, CMBS, and Other ABS. The fair value of these instruments is estimated based on prices of comparable securities and spreads and observable prepayment speeds. These securities are generally categorized in Level II of the fair value hierarchy or in Level III when market-based transaction activity is unavailable. The fair value of any Level III securities is generally estimated by discounting estimated future cash flows.
Foreign government and agency securities. The fair value of foreign government and agency securities is estimated using observed market yields used to create a maturity curve and observed credit spreads from market makers and broker-dealers. These securities are categorized in Level II of the fair value hierarchy.
Equity securities. The fair value of these securities is generally estimated using observable market data in active markets or bid prices from market makers and broker-dealers. Generally, these securities are categorized in Level I or II of the fair value hierarchy, as observable market data are readily available. From time to time, certain equity securities may be categorized in Level III of the fair value hierarchy due to a lack of market-based transaction data or the use of model-based valuations.
Other investments. These securities primarily consist of commercial paper and short-term certificates of deposit, which are categorized in Level II of the fair value hierarchy. Other investments also contains convertible notes of non-reporting issuers, which are categorized in Level III of the fair value hierarchy due to a lack of market-based transaction data.
Other Fair Value Disclosure
The carrying value and estimated fair value of other selected assets and liabilities not carried at fair value on our consolidated balance sheets were as follows as of the dates indicated:
 
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

Other Invested Assets. The fair value of these assets, primarily invested in limited partnerships, is estimated based on the equity recorded within the financial statements provided by the limited partnerships. These interests are accounted for and carried as cost-method investments.
Long-Term Debt. At December 31, 2016, the carrying amount of long-term debt is net of the equity component of our convertible notes, which is accounted for under the accounting standard for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). At December 31, 2017, none of our convertible notes remained outstanding. The fair value is estimated based on the quoted market prices for the same or similar instruments. See Note 12 for further information.


170

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


6 . Investments
Available for Sale Securities
Our available for sale securities within our investment portfolio consisted of the following as of the dates indicated:
 
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.


171

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Gross Unrealized Losses and Related Fair Values of Available for Sale Securities
For securities deemed “available for sale” and that are in an unrealized loss position, the following tables show the gross unrealized losses and fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of the dates indicated. Included in the amounts as of December 31, 2017 , are loaned securities under securities lending agreements that are classified as other assets in our condensed consolidated balance sheets, as further described below.
 
 
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



172

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Impairments due to credit deterioration that result in a conclusion that the present value of cash flows expected to be collected will not be sufficient to recover the amortized cost basis of the security are considered other-than-temporary. Other declines in fair value (for example, due to interest rate changes, sector credit rating changes or company-specific rating changes) that result in a conclusion that the present value of cash flows expected to be collected will not be sufficient to recover the amortized cost basis of the security also may serve as a basis to conclude that an other-than-temporary impairment has occurred. To the extent we determine that a security is deemed to have had an other-than-temporary impairment, an impairment loss is recognized.
For the year ended December 31, 2017 , we recorded other-than-temporary impairment losses in earnings of $1.4 million . These losses comprised $0.4 million due to our intent to sell certain corporate bonds at a loss and $1.0 million due to credit deterioration, which included $0.5 million related to a convertible note of a non-public company issuer included in debt securities and $0.5 million related to a privately-placed equity security. For the year ended December 31, 2016 , we recognized an other-than-temporary impairment loss in earnings of $0.5 million due to our intent to sell certain corporate bonds at a loss. For the year ended December 31, 2017 there were no credit-related impairment losses recognized in accumulated other comprehensive income (loss). For the years ended December 31, 2016 and 2015 , there were no credit-related impairment losses recognized in earnings or in accumulated other comprehensive income (loss).
Although we had other securities in an unrealized loss position as of December 31, 2017 , we did not consider those securities to be other-than-temporarily impaired as of such date. For all investment categories, the unrealized losses of 12 months or greater duration as of December 31, 2017 , were generally caused by interest rate or credit spread movements since the purchase date, and as such, we expect the present value of cash flows to be collected from these securities to be sufficient to recover the amortized cost basis of these securities. As of December 31, 2017 , we did not have the intent to sell any debt securities in an unrealized loss position and we determined that it is more likely than not that we will not be required to sell the securities before recovery of their cost basis, which may be at maturity; therefore, we did not consider these investments to be other-than-temporarily impaired at December 31, 2017 .
Trading Securities
The trading securities within our investment portfolio, which are recorded at fair value, consisted of the following as of the dates indicated:
 
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.
For trading securities held as of December 31 of each respective year, we had net unrealized gains of $8.8 million during 2017 , compared to net unrealized gains of $16.8 million during 2016 and net unrealized losses of $25.2 million during 2015.


173

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Securities Lending Agreements
During the third quarter of 2017, we commenced participation in a securities lending program whereby we loan certain securities in our investment portfolio to Borrowers for short periods of time. These securities lending agreements are collateralized financing arrangements whereby we transfer securities to third parties through an intermediary in exchange for cash or other securities. In all of our securities lending agreements, the securities we transfer to Borrowers (loaned securities) may be transferred or loaned by the Borrowers; however, we maintain effective control over all loaned securities, including: (i) retaining ownership of the securities; (ii) receiving the related investment or other income; and (iii) having the right to request the return of the loaned securities at any time. Although we report such securities at fair value within other assets on our consolidated balance sheets, the detailed information provided in this Note includes these securities. See Notes 2 and 9 for additional information.
Under our securities lending agreements, the Borrower is required to provide to us collateral, consisting of cash or securities, in amounts generally equal to or exceeding (i) 102% of the value of the loaned securities ( 105% in the case of foreign securities) or (ii) another agreed-upon percentage not less than 100% of the market value of the loaned securities. Any cash collateral we receive may be invested in liquid assets.
The Borrower generally may return the loaned securities to us at any time, which would require us to return the collateral within the standard settlement period for the loaned securities on the principal exchange or market in which the securities are traded. We manage this liquidity risk associated with cash collateral by maintaining the cash collateral in a short-term money-market fund with daily availability. The credit risk under these programs is reduced by the amounts of collateral received. On a daily basis, the value of the underlying securities that we have loaned to the Borrowers is compared to the value of cash and securities collateral we received from the Borrowers, and additional cash or securities are requested or returned, as applicable. In addition, we are indemnified against counterparty credit risk by the intermediary.
Key components of our securities lending agreements at December 31, 2017 , consisted of the following:
(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.
There were no securities lending transactions outstanding at December 31, 2016 .


174

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Net Investment Income
Net investment income consisted of:
 
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

Net Gains (Losses) on Investments and Other Financial Instruments
Net realized and unrealized gains (losses), including impairment losses, on investments and other financial instruments consisted of:
 
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

 
______________________
(1) Components of net realized gains (losses) on fixed-maturities available for sale include:
 
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 .


175

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Change in Unrealized Gains (Losses) Recorded in Accumulated Other Comprehensive Income (Loss)
The change in unrealized gains (losses) recorded in accumulated other comprehensive income (loss) consisted of the following:
 
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
)
Contractual Maturities
The contractual maturities of fixed-maturity investments available for sale are as follows:
 
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.
Other
As of December 31, 2017 and 2016 , our investment portfolio included no securities of countries that have obligations that have been under particular stress due to economic uncertainty, potential restructuring and ratings downgrades.
For the years ended December 31, 2017 , 2016 and 2015 , we did not sell or transfer any fixed-maturity investments classified as held to maturity. For the years ended December 31, 2017 , 2016 and 2015 , we did not transfer any securities from the available for sale or trading categories.
As of December 31, 2017 , we did not have any investment in any person (including affiliates thereof) that exceeded 10% of our total stockholders’ equity.
Securities on deposit with various state insurance commissioners amounted to $11.8 million and $10.8 million at December 31, 2017 and 2016 , respectively.


176

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


At December 31, 2016 , Radian Guaranty had $63.9 million in a collateral account invested in and classified as part of our trading securities and pledged to cover Loss Mitigation Activity on the loans subject to the Freddie Mac Agreement. During the third quarter of 2017, the scheduled final settlement date under the Freddie Mac Agreement occurred. As of December 31, 2017 , the remaining balance of $5.6 million in the collateral account was invested in and classified as short-term investments and pledged to cover Loss Mitigation Activity and pending claims activity already in process but not yet finalized. See Note 11 for additional information.
7 . Goodwill and Other Intangible Assets, Net
All of our goodwill and other intangible assets relate to our Services segment. The following table shows the changes in the carrying amount of goodwill as of and for the years ended December 31, 2017 and 2016 :
(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

Accounting Policy Considerations
For purposes of performing our goodwill impairment test, we have concluded that the Services segment constitutes one reporting unit to which all of our recorded goodwill is related. We generally perform our annual goodwill impairment test during the fourth quarter of each year, using balances as of the prior quarter. However, if there are events and circumstances that indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, we will perform a quantitative analysis on an interim basis. As part of our quantitative goodwill impairment assessment, we estimate the fair value of the reporting unit using primarily an income approach and, at a lower weighting, a market approach. The key driver in our fair value analysis is forecasted future cash flows.
In the second quarter of 2017, we elected to early adopt the update to the accounting standard regarding goodwill and other intangibles, as discussed in Note 2 . In accordance with the updated standard, the fair value of the reporting unit is compared with its carrying amount, with any excess of the reporting unit’s carrying amount over its estimated fair value recognized as an impairment charge, up to the full amount of the goodwill allocated to the reporting unit, after adjusting the carrying value for any impairment of other intangibles or long-lived assets. For additional information on our accounting policies for goodwill and other intangible assets, see Note 2 .
Impairment Analysis
We performed an interim goodwill impairment test as of June 30, 2017, due to events and circumstances identified during our June 30, 2017 qualitative analysis that indicated that it was more likely than not that the fair value was less than the carrying amount. We performed our qualitative assessment of goodwill at June 30, 2017, focusing on the impact of certain key factors affecting our Services segment, including: (i) decisions related to changes in the business strategy for our Services segment determined in the second quarter of 2017, following our Chief Executive Officer’s evaluation of both existing products and new product development opportunities and (ii) second quarter 2017 results for our Services segment which were negatively impacted by market trends. Our expectation that these market trends will persist negatively impacted our projected future cash flows compared to the projections used in our prior valuation.


177

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Our Chief Executive Officer joined Radian in March 2017 and initiated a review to evaluate the strategic direction of the Services segment. Based on this strategic review, in the second quarter of 2017, we made several decisions with respect to business strategy for the segment in order to reposition the Services business to drive future growth and profitability. We determined to: (i) discontinue certain initiatives, as discussed below and (ii) shift the strategy of the Services segment to focus on core products and services that, in the current market environment, are expected to have higher growth potential, to produce more predictable, recurring revenue streams over time and to better align with our market expertise and the needs of our customers. Our recent strategic decisions include an intent to scale back or, in certain cases, discontinue certain planned or existing initiatives, such as discontinuing a new product line which, based on a market study received in the second quarter of 2017, would require significant additional investment to achieve the growth rates that had been expected. The impact of the strategic decisions determined during the second quarter resulted in a meaningful reduction in the fair value of the Services segment since the previous annual impairment test.
During the second quarter of 2017, the Services segment performed below forecasted levels. In combination with the recent underperformance of the Services segment, the anticipated business and growth opportunities for certain business lines in our Services segment have been impacted by: (i) market demand, which was lower than anticipated; (ii) increased competition, including with respect to product alternatives and pricing; and (iii) delays in the realization of efficiencies and margin improvements associated with certain technology initiatives. The demand for certain products and services has decreased due to several factors. Given the decreased volume of refinancings in the mortgage market that began in the first half of 2017, our customers have excess internal capacity which they are choosing to utilize and as a result they are less reliant on outsourcing to us. Additionally, due to market and competitive pressures, we renewed the contract terms with one of our largest customers during the second quarter of 2017, with lower pricing and volumes than expected in order to retain the engagement. We also experienced lower than expected customer acceptance for certain of our current and proposed products and services. The impact of these factors, partially offset by related future expense reductions, constituted a majority of the decline in the fair value of the Services segment since the previous annual impairment test.
Our quantitative valuation analysis, performed in connection with our annual goodwill impairment analysis in 2016, relied heavily on achieving the growth rates in our projected future cash flows. The impact of the market trends observed during the second quarter of 2017, which we currently expect to continue, together with our strategic decisions discussed above, resulted in changes to our expected product mix and the expected growth rates associated with various initiatives, which in turn generated material reductions to our forecasted net cash flows. Given the significant negative impact that the market trends and our strategic decisions would have on the timing and amount of our projected future cash flows in comparison to our original projections, we performed a quantitative analysis of the associated goodwill and other intangible assets as of June 30, 2017.
As a result of the quantitative goodwill analysis, we recorded an impairment charge of $184.4 million for the three months ended June 30, 2017, to reduce the carrying amount of the Services segment to its estimated fair value. As discussed further below, prior to finalizing this amount, we also evaluated the recoverability of the segment’s other intangible assets and recorded impairment charges of $15.8 million related to the Services segment’s other intangible assets. See “—Other Intangible Assets,” below. Substantially all of our goodwill and other intangible assets will continue to be deductible for tax purposes in accordance with the originally scheduled amortization period of approximately 15 years .
During the fourth quarter of 2017, we elected to perform a qualitative annual goodwill impairment analysis, which requires us to assess all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the reporting unit. We considered factors such as: (i) the increase in and timing of revenues during the third and fourth quarters of 2017 (as compared to the forecasted amounts for the same periods); (ii) the impact to projected cash flows, a significant input used to determine the fair value of the reporting unit, associated with the TCJA enacted in the fourth quarter of 2017; (iii) our recent interim goodwill impairment test and recognition of impairment charges; and (iv) the recent sale of a business line. Based on our qualitative assessment in the fourth quarter of 2017, we concluded that it is not “more likely than not” that the fair value of the Services reporting unit is less than its carrying amount as of December 31, 2017.
Other Intangible Assets
As of June 30, 2017, we also evaluated the recoverability of our other intangible assets. Factors affecting the estimated fair value of our goodwill, as described above, also affected the estimated recoverability of our other intangible assets. Based on our analysis in the second quarter of 2017, impairment was indicated for the Services segment’s client relationships and technology, related to certain product lines that were affected by the factors above. There was no impairment indicated for the remaining intangible assets, as the remaining carrying amounts were estimated to be recoverable despite the decline in projected earnings.


178

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Client relationships represent the value of the specifically acquired customer relationships and are valued using the excess earnings approach using estimated client revenues, attrition rates, implied royalty rates and discount rates. The excess earnings approach estimates the present value of expected earnings in excess of a traditional return on business assets. For the three months ended June 30, 2017, we recorded an impairment charge of $14.9 million related to the segment’s client relationships, primarily due to the changes in estimated client revenues based on the factors discussed above in “—Impairment Analysis.” The remaining carrying value of client relationships is supported by projected earnings.
For the three months ended June 30, 2017, we also recorded an impairment charge of $0.9 million related to technology, representing the estimated unrecoverable value of a portion of the acquired proprietary software used to provide services in a product line impacted by the factors described above in “—Impairment Analysis.” The remaining carrying value of technology is supported by technology that we expect to continue to use in its current form, in either the same or an alternative capacity.
The following is a summary of the gross and net carrying amounts and accumulated amortization of our other intangible assets as of and for the year to date periods indicated:
 
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

For financial reporting purposes, other intangible assets with finite lives will be amortized over their applicable estimated useful lives in a manner that approximates the pattern of expected economic benefit from each intangible asset, as follows:
 
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


179

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


For the years ended December 31, 2017 , 2016 and 2015 , amortization expense was $11.8 million , $13.2 million and $13.0 million , respectively. The estimated aggregate amortization expense for 2018 and thereafter is as follows:
(In thousands)
 
2018
$
10,316

2019
8,790

2020
7,412

2021
5,833

2022
5,081

Thereafter
15,858

Total
$
53,290

8 . Reinsurance
In our mortgage insurance business, from time to time we use reinsurance as a strategy to manage our capital position and risk profile, including, among other things, managing Radian Guaranty’s regulatory Risk-to-capital and compliance with the PMIERs financial requirements. Premiums are ceded under the QSR Transactions, the 2016 Single Premium QSR Transaction and captive arrangements.
The effect of reinsurance on net premiums written and earned is as follows:
 
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.
QSR Transactions
In 2012, Radian Guaranty entered into the QSR Transactions with a third-party reinsurance provider. Radian Guaranty has ceded the maximum amount permitted under the QSR Transactions; therefore, Radian Guaranty is no longer ceding NIW under these transactions. RIF ceded under the QSR Transactions was $1.2 billion , $1.6 billion and $2.1 billion as of December 31, 2017 , 2016 and 2015 , respectively.
2016 Single Premium QSR Transaction
In the first quarter of 2016, in order to proactively manage the risk and return profile of Radian Guaranty’s insured portfolio and continue managing its position under the PMIERs financial requirements in a cost-effective manner, Radian Guaranty entered into the 2016 Single Premium QSR Transaction with a panel of third-party reinsurers. Under the 2016 Single Premium QSR Transaction, effective January 1, 2016, Radian Guaranty began ceding the following Single Premium IIF and NIW, subject to certain conditions:
20% of its existing performing Single Premium Policies written between January 1, 2012 and March 31, 2013;


180

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


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.
Radian Guaranty receives a 25% ceding commission for premiums ceded pursuant to this transaction. Radian Guaranty also receives a profit commission, provided that the loss ratio on the loans covered under the agreement generally remains below 55% . Losses on the ceded risk above this level reduce Radian Guaranty’s profit commission on a dollar-for-dollar basis.
The agreement is scheduled to terminate on December 31, 2027; however, Radian Guaranty has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of January 1, 2020, or at the end of any calendar quarter thereafter, which would result in Radian Guaranty reassuming the related RIF in exchange for a net payment from the reinsurer calculated in accordance with the terms of the agreement.
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. As of the effective date, the result of this amendment increases the amount of risk ceded on Single Premium Policies, including for the purposes of calculating any future ceding commissions and profit commissions that Radian Guaranty will earn. It will also increase the future amounts of our ceded premiums and ceded losses. RIF ceded under the 2016 Single Premium QSR Transaction was $6.9 billion and $3.8 billion as of December 31, 2017 and 2016 , respectively.
Ceded Premiums, Commissions and Losses
The following tables show the amounts related to the QSR Transactions and the 2016 Single Premium QSR Transaction for the periods indicated:
 
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.
2018 Single Premium QSR Transaction
In October 2017, we entered into the 2018 Single Premium QSR Transaction with a panel of third-party reinsurers. Under the 2018 Single Premium QSR Transaction, beginning with the business written in January 2018, we expect to cede 65% of our Single Premium NIW, subject to certain conditions and a limitation on ceded premiums written equal to $335 million for policies issued between January 1, 2018 and December 31, 2019. Notwithstanding this limitation, the parties may mutually agree to increase the amount of ceded risk above this level.
Radian Guaranty will receive a 25% ceding commission for premiums ceded pursuant to this transaction. Radian Guaranty will also receive an annual profit commission based on the performance of the loans subject to the agreement, provided that the loss ratio on the subject loans is below 56% for that calendar year. Radian Guaranty may discontinue ceding new policies under the agreement at the end of any calendar quarter.
The agreement is scheduled to terminate on December 31, 2029. However, Radian Guaranty may terminate this agreement prior to the scheduled date if one or both of the GSEs no longer grant full credit for the reinsurance. Radian Guaranty also has the option, based on certain conditions and subject to a termination fee, to terminate the agreement as of January 1, 2022, or at the end of any calendar quarter thereafter. Termination of the agreement would result in Radian Guaranty reassuming the related RIF in exchange for a net payment from the reinsurer calculated in accordance with the terms of the agreement.


181

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Captive Reinsurance Arrangements
In the past, we and other companies in the mortgage insurance industry also participated in reinsurance arrangements with mortgage lenders commonly referred to as “captive reinsurance arrangements.” Under captive reinsurance arrangements, a mortgage lender typically established a reinsurance company that assumed part of the risk associated with the portfolio of that lender’s mortgages insured by us on a Flow Basis. In return for the reinsurance company’s assumption of a portion of the risk, we ceded a portion of the mortgage insurance premiums paid to us to the reinsurance company.
During the financial crisis, losses increased significantly and almost all captive reinsurance arrangements attached, thereby requiring our captive reinsurers to make payments to us. The reinsurance recoverable on loss reserves related to captive agreements was $0.3 million at December 31, 2017 , compared to $0.4 million as of December 31, 2016 .
All of our existing captive reinsurance arrangements are operating on a run-off basis, meaning that no new business is being placed in these captives. We have not entered into any new captives since 2007 and, pursuant to consent orders with the CFPB and the Minnesota Department of Commerce, we have agreed not to enter into any new captives until 2025. During 2017, our RIF ceded under captive reinsurance arrangements declined to $9.9 million as of December 31, 2017 , compared to $12.7 million as of December 31, 2016 , as we terminated several captive reinsurance arrangements during the year.
Collateral
Although we use reinsurance as one of our risk management tools, reinsurance does not relieve us of our obligations to our policyholders. In the event the reinsurers are unable to meet their obligations to us, our insurance subsidiaries would be liable for any defaulted amounts. However, in all of our reinsurance transactions, the reinsurers have established a trust to help secure our potential cash recoveries. In addition, for the 2016 Single Premium QSR Transaction, Radian Guaranty holds amounts received from ceded premiums written to collateralize the reinsurers’ obligations, which is reported in reinsurance funds withheld on the consolidated balance sheets. Any loss recoveries and profit commissions to Radian Guaranty related to the 2016 Single Premium QSR Transaction are expected to be realized from this account.
9 . Other Assets
The following table shows the components of other assets for the periods indicated:
 
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.


182

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


10 . Income Taxes
Income Tax Provision
The components of our consolidated income tax provision from continuing operations are as follows:
 
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

The reconciliation of taxes computed at the statutory tax rate of 35% to the provision for income taxes on continuing operations is as follows:
 
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



183

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Deferred Tax Assets and Liabilities
The significant components of our net deferred tax assets and liabilities from continuing operations are summarized as follows:
 
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

Tax Reform
On December 22, 2017, H.R.1, the TCJA, was signed into law. In accordance with the provisions of the accounting standard regarding accounting for income taxes, changes in tax rates and tax law are accounted for in the period of enactment, which, for federal legislation, is the date the President signed the bill into law. Effective January 1, 2018, the TCJA, among other things, reduces the federal corporate income tax rate from 35% to 21% , repeals the corporate alternative minimum tax and modifies certain limitations on executive compensation. Under GAAP, the effect of tax rate changes on deferred tax balances is recorded as a component of the income tax provision related to continuing operations for the period in which the new tax law is enacted.
Because the TCJA was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation is expected over the next 12 months, as of December 31, 2017, we have not completed our accounting for the effects of the TCJA on certain deferred tax balances; however, we have made provisional estimates of those amounts in accordance with SAB 118. These provisional estimates primarily relate to NOLs, loss reserves, tax depreciation, share-based compensation and state taxes. We expect to complete our analysis of all deferred tax balances within the 12-month measurement period defined by SAB 118. Accordingly, we have recognized a non-cash, provisional income tax expense of $102.6 million , which is included as a component of the income tax provision for the year ended December 31, 2017. The ultimate impact of the TCJA may differ from our provisional estimates due to, among other things, future guidance that may be issued, changes in our interpretation or assumptions with respect to reversal periods, the outcome of our potential settlement of the IRS Matter and future actions that we may take as a result of the new tax law .


184

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


For periods beginning after December 31, 2017, we will realize a significant reduction in our annualized effective tax rate, before considering Discrete Items, primarily due to the reduction in the federal corporate tax rate from 35% to 21% . Typically, when the statutory tax rate is constant between periods, our return-to-provision adjustments for temporary differences do not impact our overall effective tax rate. However, with the change in the corporate tax rate, our return-to-provision adjustments recorded during 2018 may affect our current provision at a 35% tax rate while affecting our deferred provision at a 21% tax rate. Our return-to-provision adjustments are accounted for as Discrete Items and are generally recorded in the three-month period ending December 31.
Current and Deferred Taxes
As of December 31, 2017 , we recorded a net current income tax payable of $95.6 million , which primarily consists of liabilities related to applying the standards of accounting for uncertainty in income taxes, and a current federal income tax recoverable of $48.4 million . Before consideration of uncertain tax positions, we have approximately $124.4 million of U.S. NOL carryforwards, $57.1 million of alternative minimum tax credit carryforwards and $6.5 million of research and development tax credit carryforwards as of December 31, 2017 . Our deferred tax asset relating to our U.S. NOL carryforward is reduced by the impact of uncertain tax positions in the above table of deferred tax assets and liabilities. To the extent not utilized, the U.S. NOL carryforwards will expire during tax years 2031 and 2032, and the research and development tax credit carryforwards will expire during tax years 2031 through 2037. We expect our alternative minimum tax credit carryforwards to be fully utilized or refunded in the near term. Certain entities within our consolidated group have also generated deferred tax assets of approximately $69.5 million , relating primarily to state and local NOL carryforwards which, if unutilized, will expire during various future tax periods.
Valuation Allowances
We are required to establish a valuation allowance against our deferred tax assets when it is more likely than not that all or some portion of our deferred tax assets will not be realized. At each balance sheet date, we assess our need for a valuation allowance. Our assessment is based on all available evidence, both positive and negative. This requires management to exercise judgment and make assumptions regarding whether our deferred tax assets will be realized in future periods. We have determined that certain non-insurance entities within Radian may continue to generate taxable losses on a separate company basis in the near term and may not be able to fully utilize certain state and local NOLs on their state and local tax returns. Therefore, with respect to deferred tax assets relating to these state and local NOLs and other state timing adjustments, we retained a valuation allowance of $65.0 million at December 31, 2017 and $46.9 million at December 31, 2016 .
Tax Benefit Preservation Plan
Our ability to fully use our tax assets such as NOLs and tax credit carryforwards could be limited if we experience an “ownership change” within the meaning of IRC Section 382. IRC Section 382 rules governing when a change in ownership occurs are complex and subject to interpretation; however, in general, an ownership change would occur if any “ five -percent shareholders,” as defined under IRC Section 382, collectively increase their ownership by more than 50 percentage points over a rolling three -year period. As of December 31, 2017 , we have not experienced an ownership change under IRC Section 382. However, if we were to experience a change in ownership under IRC Section 382 in a future period, then we may be delayed in our ability to utilize our NOL and tax credit carryforwards in future periods.
In 2009, we adopted a Tax Benefit Preservation Plan (the “Plan”), which, as amended, was approved by our stockholders at our 2010, 2013 and 2016 annual meetings. We also adopted certain amendments to our amended and restated bylaws (the “Bylaw Amendment”) and at our 2010, 2013 and 2016 annual meetings, our stockholders approved certain amendments to our amended and restated certificate of incorporation (the “Charter Amendment”). These steps were taken to protect our ability to utilize our NOLs and other tax assets and to attempt to prevent an “ownership change” under U.S. federal income tax rules by discouraging and in most cases restricting certain transfers of our common stock that would: (i) create or result in a person becoming a five -percent shareholder under IRC Section 382 or (ii) increase the stock ownership of any existing five -percent shareholder under IRC Section 382. The continued effectiveness of the Plan, the Bylaw Amendment and the Charter Amendment are subject to periodic examination by Radian Group’s board of directors and the reapproval of the Plan and the Charter Amendment by our stockholders every three years. We currently expect that our tax benefit preservation measures will be terminated no later than 2019.


185

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


IRS Matter
As previously disclosed, we are contesting adjustments resulting from the examination by the IRS of our 2000 through 2007 consolidated federal income tax returns. The IRS opposes the recognition of certain tax losses and deductions that were generated through our investment in a portfolio of non-economic REMIC residual interests and has proposed denying the associated tax benefits of these items. We appealed these proposed adjustments to the Internal Revenue Service Office of Appeals and made “qualified deposits” with the U.S. Treasury of $85 million in June 2008 relating to the 2000 through 2004 tax years and $4 million in May 2010 relating to the 2005 through 2007 tax years in order to avoid the accrual of incremental above-market-rate interest with respect to the proposed adjustments.
We attempted to reach a compromised settlement with the Internal Revenue Service Office of Appeals, but in September 2014 we received Notices of Deficiency covering the 2000 through 2007 tax years that assert unpaid taxes and penalties of $157 million . The Deficiency Amount has not been reduced to reflect our NOL carryback ability. As of December 31, 2017 , there also would be interest of approximately $149 million related to these matters. Depending on the outcome, additional state income taxes, penalties and interest (estimated in the aggregate to be approximately $37 million as of December 31, 2017) also may become due when a final resolution is reached. The Notices of Deficiency also reflected additional amounts due of $105 million , which are primarily associated with the disallowance of the previously filed carryback of our 2008 NOL to the 2006 and 2007 tax years. We currently believe that the disallowance of our 2008 NOL carryback is a precautionary position by the IRS and that we will ultimately maintain the benefit of this NOL carryback claim.
On December 3, 2014, we petitioned the U.S. Tax Court (“Tax Court”) to litigate the Deficiency Amount. On September 1, 2015, we received a notice that the case had been scheduled for trial. However, the parties jointly filed, and the Tax Court approved, motions for continuance in this matter to postpone the trial date. Also, in February 2016, the Tax Court approved a joint motion to consolidate for trial, briefing and opinion our case with a similar case involving MGIC Investment Corporation. During 2016, we held several meetings with the IRS in an attempt to reach a compromised settlement on the issues presented in our dispute. In October 2017, the parties informed the Tax Court that they believe they have reached agreement in principle on all issues in the dispute. In November 2017, as required by law, the agreement was reported to the JCT for review. The agreement cannot be finalized until the IRS considers the views, if any, expressed by the JCT about the matter. If we are unable to complete a compromised settlement, then the ongoing litigation could take several years to resolve and may result in substantial legal expenses. We can provide no assurance regarding the outcome of any such litigation or whether a compromised settlement with the IRS will ultimately be reached. We currently believe that an adequate provision for income taxes has been made for the potential liabilities that may result from this matter. However, if the ultimate resolution of this matter produces a result that differs materially from our current expectations, there could be a material impact on our effective tax rate, results of operations and cash flows.
Unrecognized Tax Benefits
As of December 31, 2017 , we have $112.3 million of unrecognized tax benefits, including $65.7 million of interest and penalties, that would affect the effective tax rate, if recognized. Our policy for the recognition of interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision, of which $2.2 million , $1.8 million and $0.8 million were recorded for the years ended December 31, 2017 , 2016 and 2015 , respectively.
A reconciliation of the beginning and ending unrecognized tax benefits is as follows:
 
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



186

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


In previous years, we took a return position in various jurisdictions that we are not required to remit taxes with regard to the income generated from our investment in certain partnership interests. Although we believe that these tax positions are more likely than not to succeed if adjudicated, measurement of the potential amount of liability for state and local taxes and the potential for penalty and interest thereon is performed on a quarterly basis. Our net unrecognized tax benefits related to prior years increased by $22.7 million during 2017 . This net increase primarily reflects the impact of unrecognized tax benefits associated with our recognition of certain premium income. Although unrecognized tax benefits for this item decreased by $24.1 million due to the expiration of the applicable statute of limitations for the taxable period ended December 31, 2013, the related amounts continued to impact subsequent years, resulting in a corresponding increase to the unrecognized tax benefits related primarily to the 2014 taxable year.
As discussed above, we believe we have reached a basis for a compromised settlement with the IRS on the issues present in our case. The resolution and computations of our adjusted tax liabilities for the 2000 through 2007 tax years have been presented to the JCT for review and cannot be finalized until the IRS considers the views, if any, expressed by the JCT about the matter. However, if we are able to achieve a compromised settlement with the IRS, then it is estimated that over the next 12 months approximately $70.0 million of unrecognized tax benefits in the above tabular reconciliation may be reversed pursuant to the accounting standard for uncertain tax positions.
In the event we are not successful in defense of our tax positions taken for U.S. federal income tax purposes, and for which we have recorded unrecognized tax benefits, then such adjustments originating in NOL or NOL carryback years may reduce our existing NOL.
The following calendar tax years, listed by major jurisdiction, remain subject to examination:
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.


187

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


11 . Losses and Loss Adjustment Expenses
All of the balance and activity of our consolidated reserve for losses and loss adjustment expense relate to the Mortgage Insurance segment. The following table shows our reserve for losses and LAE by category at the end of each period indicated:
 
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.


188

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


For the periods indicated, the following table presents information relating to our reserve for losses, including our IBNR reserve and LAE, but excluding our second-lien mortgage loan PDR:
 
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.
Reserve Activity
2017 Activity
Our loss reserves at December 31, 2017 declined as compared to December 31, 2016, primarily as a result of the amount of paid claims and Cures continuing to outpace losses incurred related to new default notices reported in the current year. Reserves established for new default notices were the primary driver of our total incurred loss for 2017, and they were primarily impacted by the number of new primary default notices received in the period and our related gross Default to Claim Rate assumption applied to those new defaults, which, except as discussed below for FEMA Designated Areas associated with Hurricanes Harvey and Irma, declined from 12% at December 31, 2016 to 10% at December 31, 2017. The provision for losses during 2017 was positively impacted by favorable reserve development on prior year defaults, which was primarily driven by a reduction during the period in certain Default to Claim Rate assumptions for these prior year defaults compared to the assumptions used at December 31, 2016. The reductions in Default to Claim Rate assumptions resulted from observed trends, primarily higher Cures than were previously estimated.


189

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


During the third quarter of 2017, Hurricanes Harvey and Irma caused extensive property damage to areas of Texas, Florida and Georgia, as well as other general disruptions including power outages and flooding. At December 31, 2017 , our total primary mortgage insurance exposure to mortgages in counties affected by these storms and subsequently designated as FEMA Designated Areas is approximately $4.6 billion of RIF on approximately $17.4 billion of IIF. This exposure represents approximately 9% of our primary mortgage insurance RIF as of December 31, 2017 . Although the mortgage insurance we write protects the lenders from a portion of losses resulting from loan defaults, it does not provide protection against property loss or physical damage. Our Master Policies contain an exclusion against physical damage, including damage caused by floods or other natural disasters. Depending on the policy form and circumstances, we may, among other things, deduct the cost to repair or remedy physical damage above a de minimis amount from a claim payment and/or, under certain circumstances, deny a claim where (i) the property underlying a mortgage in default is subject to unrestored physical damage or (ii) the physical damage is deemed to be the principal cause of default. While we observed an increase in new primary defaults from FEMA Designated Areas associated with Hurricanes Harvey and Irma following those two natural disasters, we expect most of these to cure within the next 12 months, and at rates higher than our general population of defaults. We therefore assigned a 3% Default to Claim Rate assumption to the new primary defaults from FEMA Designated Areas associated with Hurricanes Harvey and Irma that were reported subsequent to those two natural disasters. These incremental defaults did not have a material impact on our provision for losses as of December 31, 2017 . However, the future reserve impact may be affected by various factors, including the pace of economic recovery in the FEMA Designated Areas.
Total claims paid decreased for 2017, compared to 2016, consistent with the ongoing decline in outstanding default inventory, partially offset by payments that, as expected, were made in connection with the final settlement of the Freddie Mac Agreement in the third quarter of 2017. See “—Agreements— Freddie Mac Agreement below for additional information.
2016 Activity
Our loss reserves at December 31, 2016 declined as compared to December 31, 2015, primarily as a result of the amount of paid claims continuing to exceed losses incurred related to new default notices reported in the current year. Reserves established for new default notices were the primary driver of our total incurred loss for 2016, and they were impacted primarily by the number of new primary default notices received in the period and our related gross Default to Claim Rate assumption applied to those new defaults, which declined from 13% at December 31, 2015 to 12% as of December 31, 2016. The impact to incurred losses from reserve development on default notices reported in prior years was not significant during 2016.
Total claims paid decreased for 2016 compared to 2015, primarily due to the elevated claim payments in 2015 associated with the BofA Settlement Agreement (discussed below).
2015 Activity
Our loss reserve declined in 2015 from December 31, 2014, primarily as a result of the volume of paid claims, Cures and Rescissions and Claim Denials having exceeded new default notices received. During the year ended December 31, 2015, we reduced our gross Default to Claim Rate assumption for new primary defaults from 16% to 13% , based on continued improvement observed in actual claim development trends. Favorable reserve development on prior year defaults partially mitigated the provision for losses from new default notices received in 2015. The $29.6 million favorable development on prior year defaults observed in 2015 was driven primarily by a decrease in our actual and estimated Default to Claim Rate assumptions on prior year defaults, as a result of higher Cures than were previously estimated, partially offset by a decline in our estimates for future Rescissions and Claim Denials.


190

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Reserve Assumptions
Default to Claim Rate
Our aggregate weighted-average Default to Claim Rate assumption (net of Claim Denials and Rescissions) used in estimating our primary reserve for losses was 31% ( 29% excluding pending claims) at December 31, 2017 compared to 42% ( 40% excluding pending claims) at December 31, 2016 . The change in our Default to Claim Rate in 2017 resulted primarily from: (i) the lower Default to Claim Rate of 3% on new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma subsequent to those two natural disasters; (ii) a decrease in the proportion of pending claims, which have higher Default to Claim Rates; and (iii) a decrease in the assumed gross Default to Claim Rate for new primary defaults that were not located in FEMA Designated Areas associated with Hurricanes Harvey and Irma, from 12% to 10% , as of December 31, 2017 . As of December 31, 2017 , with the exception of new primary defaults in FEMA Designated Areas associated with Hurricanes Harvey and Irma, our gross Default to Claim Rates on our primary portfolio ranged from 10% for new defaults, to 62% for other defaults not in Foreclosure Stage, and 81% for Foreclosure Stage Defaults. As of December 31, 2016, these gross Default to Claim Rates ranged from 12% for new defaults, to 62% for other defaults not in Foreclosure Stage, and 81% for Foreclosure Stage Defaults. Our Default to Claim Rate estimates on defaulted loans are mainly developed based on the Stage of Default and Time in Default of the underlying defaulted loans grouped according to the period in which the default occurred, as measured by the progress toward foreclosure sale and the number of months in default. Our estimate of expected Rescissions and Claim Denials (net of expected Reinstatements) embedded in our estimated Default to Claim Rate is generally based on our recent experience. Consideration is also given for differences in characteristics between those rescinded policies and denied claims and the loans remaining in our defaulted inventory.
Loss Mitigation
Although our estimates of future Loss Mitigation Activities have been declining, they remain elevated compared to levels experienced before 2009. The elevated levels of our rate of Rescissions, Claim Denials and Claim Curtailments have significantly reduced our paid losses and have resulted in a reduction in our loss reserve. Our estimate of net future Loss Mitigation Activities reduced our loss reserve as of December 31, 2017 and 2016 by approximately $21 million and $39 million , respectively. The amount of estimated Loss Mitigation Activities incorporated into our reserve analysis at any point in time is affected by a number of factors, including not only our estimated rate of Rescissions, Claim Denials and Claim Curtailments on future claims, but also the volume and attributes of our defaulted insured loans, our estimated Default to Claim Rate and our estimated Claim Severity, among other assumptions.
As our Legacy Portfolio has become a smaller percentage of our overall insured portfolio, we have undertaken a reduced amount of Loss Mitigation Activity with respect to the claims we receive, and we expect this trend to continue. As a result, our future Loss Mitigation Activity is not expected to mitigate our paid losses to the same extent as in recent years.
Our reported Rescission, Claim Denial and Claim Curtailment activity in any given period is subject to challenge by our lender and servicer customers. We expect that a portion of previous Rescissions will be reinstated and previous Claim Denials will be resubmitted with the required documentation and ultimately paid; therefore, we have incorporated this expectation into our IBNR reserve estimate. Our IBNR reserve estimate of $10.4 million and $14.3 million at December 31, 2017 and 2016 , respectively, includes reserves for this activity.
We also accrue for the premiums that we expect to refund to our lender customers in connection with our estimated Rescissions.
Sensitivity Analysis
We considered the sensitivity of first-lien loss reserve estimates at December 31, 2017 by assessing the potential changes resulting from a parallel shift in Claim Severity and Default to Claim Rate estimates for primary loans. For example, assuming all other factors remain constant, for every one percentage point change in primary Claim Severity (which we estimate to be 97.6% of risk exposure at December 31, 2017 ), we estimated that our loss reserves would change by approximately $4.8 million at December 31, 2017 . Assuming all other factors remain constant, for every one percentage point change in our overall primary net Default to Claim Rate (which we estimate to be 31% at December 31, 2017 , including our assumptions related to Rescissions and Claim Denials), we estimated a $14.2 million change in our loss reserves at December 31, 2017 .


191

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Agreements
BofA Settlement Agreement
On September 16, 2014, Radian Guaranty entered into the BofA Settlement Agreement in order to resolve various actual and potential claims or disputes related to the parties’ respective rights and duties as to mortgage insurance coverage on the specific population of loans covered by the agreement. Implementation of the BofA Settlement Agreement commenced on February 1, 2015 and cash payments under the BofA Settlement Agreement were effectively completed by December 31, 2015.
The BofA Settlement Agreement finalized claims decisions (including claims paid, coverage Rescissions, Claim Denials and Claim Curtailments) on certain loans covered by the agreement (communicated on or before certain dates prior to 2015), such that they are not subject to future challenge or adjustment. For claims decisions on certain other loans (communicated after those dates), the BofA Settlement Agreement limits both prior and future Rescissions, Claim Denials or Claim Curtailments. Radian Guaranty further agreed not to assert any right to cancel coverage on certain loans for failure to initiate certain proceedings (most commonly foreclosure proceedings) within the timelines set forth in the applicable Master Policies. We do not expect a material impact to our results of operations from this agreement in the future.
Freddie Mac Agreement
In August 2013, Radian Guaranty entered into the Freddie Mac Agreement, related to a group of first-lien mortgage loans guaranteed by Freddie Mac that were insured by Radian Guaranty and were in default as of December 31, 2011. At December 31, 2016 , Radian Guaranty had $63.9 million in a collateral account invested in and classified as part of our trading securities and pledged to cover Loss Mitigation Activity on the loans subject to the Freddie Mac Agreement. During the third quarter of 2017, the scheduled final settlement date under the Freddie Mac Agreement occurred and, as expected, we paid $54.8 million to Freddie Mac, which reduced the remaining balance in the collateral account to $5.6 million at December 31, 2017 . These amounts were invested in and classified as short-term investments and pledged to cover Loss Mitigation Activity and pending claims activity already in process but not yet finalized.


192

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Additional Disclosures
The following tables provide information as of and for the periods indicated about: (i) incurred losses, net of reinsurance; (ii) the total of IBNR liabilities plus expected development on reported claims, included within the net incurred loss amounts; (iii) the cumulative number of reported defaults; and (iv) cumulative paid claims, net of reinsurance. The default year represents the period that a new default notice is first reported to us by loan servicers, related to borrowers that missed two monthly payments.
The information about net incurred losses and paid claims development for the years ended prior to 2017 is presented as supplementary information.
 
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.


193

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


 
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

The following table provides a reconciliation of the net incurred losses and paid claims development tables above to the reserve for losses and LAE in the consolidated balance sheet at December 31, 2017 :
(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

The following is supplementary information about average historical claims duration as of December 31, 2017 , representing the average distribution of when claims are paid relative to the year of default:
 
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%


194

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


12 . Long-Term Debt
The carrying value of our long-term debt at December 31, 2017 and 2016 was as follows:
 
 
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

Extinguishment of Debt
2017 Activity
Repurchases of Senior Notes due 2019, 2020 and 2021. During the third quarter of 2017, pursuant to cash tender offers, we purchased aggregate principal amounts of $141.4 million , $115.9 million and $152.3 million of our Senior Notes due 2019, 2020 and 2021, respectively. We funded the purchases with $450.8 million in cash (plus accrued and unpaid interest due on the purchased notes). These purchases resulted in a loss on induced conversion and debt extinguishment of $45.8 million . At December 31, 2017, the remaining principal amounts of our outstanding Senior Notes due 2019, 2020 and 2021 were $158.6 million , $234.1 million and $197.7 million , respectively.
Repurchases of Convertible Senior Notes due 2017. During the second quarter of 2017, we purchased an aggregate principal amount of $21.6 million of our outstanding Convertible Senior Notes due 2017. We funded the purchases with $31.6 million in cash (plus accrued and unpaid interest due on the purchased notes). These purchases of Convertible Senior Notes due 2017 resulted in a loss on induced conversion and debt extinguishment of $1.2 million .
In connection with our purchases of Convertible Senior Notes due 2017, we terminated a corresponding portion of the capped call transactions we entered into in 2010 related to the initial issuance of the Convertible Senior Notes due 2017. We received proceeds of $4.1 million for this termination.
Conversion of Convertible Senior Notes due 2019. In November 2016, we announced our intent to exercise our redemption option for the remaining $68.0 million aggregate principal amount of our Convertible Senior Notes due 2019. As a result of the average closing price of our common stock exceeding the conversion price of $10.60 prior to the redemption date, all of the holders of these notes elected to exercise their conversion rights. Radian elected to settle all of the notes surrendered for conversion with cash. We settled our obligations with respect to these conversions on January 27, 2017, with a cash payment of $110.1 million . At the time of settlement, this transaction resulted in a pretax charge of $4.5 million , representing the difference between the fair value and the carrying value, net of unamortized issuance costs, of the liability component of the Convertible Senior Notes due 2019. This transaction also resulted in an aggregate decrease as of the settlement date of 6.4 million diluted shares for the purposes of determining diluted net income per share.


195

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


2016 Activity
Repurchases of Convertible Senior Notes due 2017 and 2019. During 2016, we entered into privately negotiated agreements to purchase, for cash or a combination of cash and shares of Radian Group common stock, aggregate principal amounts of $30.1 million and $322.0 million , respectively, of our outstanding Convertible Senior Notes due 2017 and 2019. We funded the purchases with $235.0 million in cash (plus accrued and unpaid interest due on the purchased notes) and by issuing to certain of the sellers 17.0 million shares of Radian Group common stock. These purchases of Convertible Senior Notes due 2017 and 2019 resulted in a pretax charge of $60.1 million . This loss represents:
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.
In connection with our privately negotiated purchases of Convertible Senior Notes due 2017 in March 2016, we terminated a corresponding portion of the capped call transactions we had entered into in 2010 related to the initial issuance of the Convertible Senior Notes due 2017. As a result of this termination, we received consideration of 0.2 million shares of Radian Group common stock, which was valued at $2.6 million based on a stock price on the closing date of $11.86 . In accordance with the accounting standards regarding equity and contracts in an entity’s own equity, the total consideration received was recorded as an increase to additional paid-in capital. The shares of Radian Group common stock received were retired, resulting in a decrease in shares issued and outstanding and a corresponding increase in unissued shares.
Redemption of Senior Notes due 2017. On August 12, 2016, we redeemed the remaining $195.5 million aggregate principal amount of our Senior Notes due 2017 for the price established in accordance with the indenture governing the notes. We paid $211.3 million in cash (including accrued interest through the redemption date) to holders of the notes at redemption and recorded a loss on debt extinguishment of $15.0 million .
2015 Activity
Repurchase of Convertible Senior Notes due 2017. In June 2015, we entered into privately negotiated agreements with certain holders of our Convertible Senior Notes due 2017 to purchase an aggregate principal amount of $389.1 million of our outstanding Convertible Senior Notes due 2017 for a combination of cash and shares of Radian Group common stock. We funded the purchases with $126.8 million in cash (plus accrued and unpaid interest due on the purchased notes) and by issuing to the sellers 28.4 million shares of Radian Group common stock. These purchases of Convertible Senior Notes due 2017 resulted in a pretax charge of $91.9 million .
In connection with our June 2015 purchases of our Convertible Senior Notes due 2017, we terminated a corresponding portion of the capped call transactions we had entered into in 2010 related to the initial issuance of the Convertible Senior Notes due 2017. As a result of this termination, we received total consideration of $54.9 million , consisting of 2.3 million shares of Radian Group common stock and $13.2 million in cash. In accordance with the accounting standards regarding equity and contracts in an entity’s own equity, the total consideration received was recorded as an increase to additional paid-in capital. The shares of Radian Group common stock received were retired, resulting in a decrease in shares issued and outstanding and a corresponding increase in unissued shares.
Senior Notes
Senior Notes due 2019. In May 2014, in anticipation of the Clayton acquisition, we issued $300 million principal amount of Senior Notes due 2019 and received net proceeds of $293.8 million . These notes mature on June 1, 2019 and bear interest at a rate of 5.500% per annum, payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2014.
Senior Notes due 2020. In June 2015, we issued $350 million aggregate principal amount of Senior Notes due 2020 and received net proceeds of $343.3 million . These notes mature on June 15, 2020 and bear interest at a rate of 5.250% per annum, payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2015.


196

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Senior Notes due 2021. In March 2016, we issued $350 million aggregate principal amount of Senior Notes due 2021 and received net proceeds of $343.4 million . These notes mature on March 15, 2021 and bear interest at a rate of 7.000% per annum, payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2016.
Senior Notes due 2024. In September 2017, we issued $450 million aggregate principal amount of Senior Notes due 2024 and received net proceeds of $442.2 million . These notes mature on October 1, 2024 and bear interest at a rate of 4.500% per annum, payable semi-annually on April 1 and October 1 of each year, with interest payments commencing on April 1, 2018.
Redemption Terms in Senior Notes. We have the option to redeem the Senior Notes due 2019, 2020, 2021 and 2024 in whole or in part, at any time or from time to time prior to maturity, at a redemption price equal to the greater of: (i) 100% of the aggregate principal amount of the notes to be redeemed or (ii) a “make-whole amount,” which is the sum of the present values of the remaining scheduled payments of principal and interest (excluding any portion of interest accrued to the redemption date) in respect of the notes to be redeemed, discounted to the redemption date at the applicable treasury rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.
Covenants in Senior Notes. The Senior Notes due 2019, 2020, 2021 and 2024 have covenants customary for securities of this nature, including covenants related to the payments of the notes, reports, compliance certificates and modification of the covenants. Additionally, the applicable indentures include covenants restricting us from encumbering the capital stock of a designated subsidiary (as defined in the respective indentures for the notes) or disposing of any capital stock of any designated subsidiary unless either all of the stock is disposed of or we retain more than 80% of the stock.
Convertible Senior Notes due 2017 and 2019
Upon the original issuance of the Convertible Senior Notes due 2017 and 2019, in accordance with accounting standards related to convertible debt instruments that may be settled in cash upon conversion, the Company recorded pretax equity components, net of the capped call transaction (with respect to the Convertible Senior Notes due 2017) and related issuance costs (with respect to the Convertible Senior Notes due 2017 and 2019). Upon the elimination of the outstanding principal amounts of the Convertible Senior Notes due 2017 and 2019, the associated pretax equity components of $5.0 million and $13.1 million at December 31, 2016, respectively, were eliminated.
Issuance and transaction costs incurred at the time of the issuance of the convertible notes were allocated to the liability and equity components in proportion to the allocation of proceeds and accounted for as debt issuance costs and equity issuance costs, respectively. The convertible notes are reflected on our consolidated balance sheets as follows:
 
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.


197

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The following table sets forth total interest expense recognized related to the convertible notes for the periods indicated:
 
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.
Revolving Credit Facility
On October 16, 2017, Radian Group entered into a three-year, $225 million unsecured revolving credit facility with a syndicate of bank lenders. Terms of the credit facility include an option to increase the amount during the term of the agreement, subject to our obtaining the necessary increased commitments from the lenders, up to a total of $300 million . Borrowings under the credit facility may be used for working capital and general corporate purposes, including, without limitation, capital contributions to Radian Group’s insurance and reinsurance subsidiaries as well as growth initiatives.
Any borrowings outstanding under the facility will accrue interest at a floating rate tied to a standard short-term borrowing index, selected at our option, plus an applicable margin. A commitment fee is due quarterly on the average daily amount of the undrawn commitment. The applicable margin and commitment fee vary based on the senior unsecured long-term debt rating of Radian Group.
The credit facility contains customary representations, warranties, covenants, terms and conditions. Our ability to borrow under the credit facility is conditioned on the satisfaction of certain financial and other covenants, including covenants related to minimum net worth and statutory surplus, a maximum debt-to-capitalization level, limits on certain types of indebtedness and liens, minimum liquidity levels and Radian Guaranty’s eligibility as a private mortgage insurer with the GSEs. At December 31, 2017, Radian Group was in compliance with all the covenants, although there were no amounts outstanding under this revolving credit facility.
13 . Commitments and Contingencies
Legal Proceedings
We are routinely involved in a number of legal and regulatory claims, assertions, actions, reviews, audits, inquiries and investigations by various regulatory entities involving compliance with laws or other regulations, the outcome of which are uncertain. These legal proceedings could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief that could require significant expenditures or have other effects on our business. In accordance with applicable accounting standards and guidance, we establish accruals only when we determine both that it is probable that a loss has been incurred and the amount of the loss is reasonably estimable. We accrue the amount that represents our best estimate of the probable loss; however, if we can only determine a range of estimated losses, we accrue an amount within the range that, in our judgment, reflects the most likely outcome, and if none of the estimates within the range is more likely, we accrue the minimum amount of the range.
In the course of our regular review of pending legal and regulatory matters, we determine whether it is reasonably possible that a potential loss may have a material impact on our liquidity, results of operations or financial condition. If we determine such a loss is reasonably possible, we disclose information relating to such potential loss, including an estimate or range of loss or a statement that such an estimate cannot be made. On a quarterly basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or range of losses based on such reviews. We are often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts, and the progress of settlement negotiations. In addition, we generally make no disclosures for loss contingencies that are determined to be remote. For matters for which we disclose an estimated loss, the disclosed estimate reflects the reasonably possible loss or range of loss in excess of the amount accrued, if any.
Loss estimates are inherently subjective, based on currently available information, and are subject to management’s judgment and various assumptions. Due to the inherently subjective nature of these estimates and the uncertainty and unpredictability surrounding the outcome of legal and other proceedings, actual results may differ materially from any amounts that have been accrued.
As described in Note 10, on September 4, 2014 we received formal Notices of Deficiency from the IRS related to certain losses and deductions resulting from our investment in a portfolio of non-economic REMIC residual interests. We believe that an adequate provision for income taxes has been made for the potential liabilities that may result from this matter. However, if the ultimate resolution of this matter produces a result that differs materially from our current expectations, there could be a material impact on our effective tax rate, results of operations and cash flows.


198

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


On December 22, 2016, Ocwen Loan Servicing, LLC and Homeward Residential, Inc. (collectively, “Ocwen”) filed a complaint against Radian Guaranty (the “Complaint”). Ocwen has also initiated legal proceedings against several other mortgage insurers. The action filed against Radian Guaranty, titled Ocwen, et al. v. Radian Guaranty, is pending in the U.S. District Court for the Eastern District of Pennsylvania (the “Court”). The Complaint alleged breach of contract and bad faith claims and sought monetary damages and declaratory relief regarding certain claims handling practices on future insurance claims. On December 17, 2016, Ocwen separately filed a parallel arbitration petition against Radian Guaranty (the “Petition”) before the American Arbitration Association (“AAA”) asserting substantially the same allegations as in the Complaint (the Complaint and the Petition are collectively referred to as the “Filings”). The Filings listed 9,420 mortgage insurance certificates (“Certificates”) issued under multiple insurance policies, including Pool Insurance Policies, as subject to the dispute. On March 3, 2017, Radian Guaranty filed with the Court: (i) a motion to dismiss Ocwen’s Complaint or, in the alternative, for a more definite statement and (ii) a motion to enjoin Ocwen’s parallel arbitration. On June 5, 2017, Ocwen filed an Amended Complaint and an Amended Petition (collectively, the “Amended Filings”) with the Court and the AAA, respectively, together listing 8,870 Certificates as subject to the dispute. In December 2017 and January 2018, Ocwen and Radian Guaranty filed motions for partial summary judgment in connection with a small number of bellwether certificates selected from the Certificates subject to the Court proceedings (“Bellwether Certificates”). On February 1, 2018, the Court issued an Order and Memorandum decision granting in part and denying in part both parties’ motions for partial summary judgment, and ordering the parties to proceed to trial on certain claims regarding a portion of the Bellwether Certificates. The trial regarding a portion of the Bellwether Certificates is currently scheduled to start in April 2018. Radian Guaranty believes that Ocwen’s allegations and claims in the legal proceedings described above are without merit and legally deficient, and plans to defend these claims vigorously. We are not able to estimate a reasonably possible loss, if any, or range of loss in this matter because of the preliminary stage of the proceedings.
We also are periodically subject to reviews and audits, as well as inquiries, information-gathering requests and investigations. In connection with these matters, from time to time we receive requests and subpoenas seeking information and documents related to aspects of our business. In March 2017, Green River Capital, a subsidiary of Clayton, received a letter from the staff of the SEC stating that it is conducting an investigation captioned, “In the Matter of Certain Single Family Rental Securitizations,” and that it is requesting information from market participants. The letter requested that Green River Capital provide information regarding broker price opinions that Green River Capital provided on properties included in single family rental securitization transactions. Green River Capital is cooperating with the SEC.
Our Master Policies establish the timeline within which any suit or action arising from any right of an insured under the policy generally must be commenced. In general, any suit or action arising from any right of an insured under the policy must be commenced within two years after such right first arose for primary insurance and within three years for certain other policies, including certain Pool Insurance policies. Although we believe that our Loss Mitigation Activities are justified under our policies, we continue to face challenges from certain lender and servicer customers regarding our Loss Mitigation Activities, which have resulted in some reversals of our decisions regarding Rescissions, Claim Denials or Claim Curtailments. We are currently in discussions with these customers regarding Loss Mitigation Activities and our claim payment practices, which if not resolved, could result in arbitration or judicial proceedings and we may need to reassume the risk on, and increase loss reserves for, those policies or pay additional claims. See Note 11 for further information.
Further, there are loans in our total defaulted portfolio (in particular, our older defaulted portfolio) for which actions or proceedings (such as foreclosure that provide the insured with title to the property) may not have been commenced within the outermost deadline in our Prior Master Policy. We are evaluating these loans regarding this potential violation and our corresponding rights under the Prior Master Policy. While we can provide no assurance regarding the ultimate resolution of these issues, it is possible that arbitration or legal proceedings could result.
Other
Securities regulations became effective in 2005 that impose enhanced disclosure requirements on issuers of ABS (including mortgage-backed securities). To allow our customers to comply with these regulations at that time, we typically were required, depending on the amount of credit enhancement we were providing, to provide: (i) audited financial statements for the insurance subsidiary participating in the transaction 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 involving approximately $97.8 million of remaining credit exposure as of December 31, 2017 .


199

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


We provide contract underwriting as an outsourced service to our customers. Under our current contract underwriting program the remedy we offer is limited indemnification to our contract underwriting customers only with respect to those loans that we simultaneously underwrite for both secondary market compliance and for potential mortgage insurance eligibility. In 2017 , payments for losses related to contract underwriting remedies were de minimis. In 2017 , our provision for contract underwriting expenses was de minimis and our reserve for contract underwriting obligations at December 31, 2017 was $0.5 million . We monitor this risk and negotiate our underwriting fee structure and recourse agreements on a client-by-client basis. We also routinely audit the performance of our contract underwriters.
We lease office space for use in our operations. The lease agreements, which expire periodically through August 2032, contain provisions for scheduled periodic rent increases. Net rental expense in connection with these leases totaled $5.7 million in 2017 , $5.0 million in 2016 and $5.0 million in 2015 , excluding the net rental expense related to discontinued operations. The commitment for non-cancelable operating leases in future years is as follows:
(In thousands)
 
2018
$
6,482

2019
9,002

2020
8,929

2021
8,275

2022
8,162

Thereafter
58,396

Total
$
99,246

At December 31, 2017 , there were no future minimum receipts expected from sublease rental payments.


200

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


14 . Capital Stock
2017 Activity
On June 29, 2016, Radian Group’s board of directors authorized a share repurchase program to spend up to $125 million to repurchase Radian Group common stock. In order to implement the program, Radian adopted a trading plan under Rule 10b5-1 of the Exchange Act during the third quarter of 2016. During the second quarter of 2017, 380 shares were purchased at an average price of $15.59 per share, which represented the only purchases made under the plan. This share repurchase program expired on June 30, 2017.
On August 9, 2017, Radian Group’s board of directors renewed its share repurchase program and authorized the Company to spend up to $50 million to repurchase Radian Group common stock in the open market or in privately negotiated transactions, based on market and business conditions, stock price and other factors. Radian has established a trading plan under Rule 10b5-1 of the Exchange Act to implement the program. As of December 31, 2017 , no shares had been purchased and therefore the full purchase authority of up to $50 million remained available under this program, which expires on July 31, 2018.
2016 Activity
In the first quarter of 2016, we announced and completed a share repurchase program. Pursuant to this program, we purchased an aggregate of 9.4 million shares of Radian Group common stock for $100.2 million , at a weighted-average price per share of $10.62 , including commissions. No further purchase authority remains under this share repurchase program.
As partial consideration for our March 2016 privately negotiated purchases of a portion of our Convertible Senior Notes due 2017 and 2019, we issued to the sellers 17.0 million shares of Radian Group common stock. In addition, in connection with our termination of the corresponding portion of the related capped call transactions, we received consideration of 0.2 million shares of Radian Group common stock. See Note 12 for additional information regarding these transactions.
All shares of Radian Group common stock that we received from the above transactions were retired, resulting in a decrease in shares issued and outstanding and a corresponding increase in unissued shares.
2015 Activity
As partial consideration for our June 2015 privately negotiated purchases of a portion of our Convertible Senior Notes due 2017, we issued to the sellers 28.4 million shares of Radian Group common stock. In addition, in partial consideration for our termination of the corresponding portion of the related capped call transactions, we received 2.3 million shares of Radian Group common stock. See Note 12 for additional information regarding these transactions.
On June 18, 2015, we authorized an accelerated share repurchase program to repurchase an aggregate of $202 million of Radian Group common stock. Under the accelerated share repurchase program, the total number of shares ultimately delivered to Radian Group was based on the average of the daily volume-weighted-average price of Radian Group common stock during the term of the transaction, less a negotiated discount and subject to certain other adjustments pursuant to the terms and conditions of the program. During the three-month period ended June 30, 2015, 9.2 million shares were repurchased under this program. The counterparty delivered to Radian Group 1.8 million additional shares of Radian Group common stock at final settlement of the accelerated share repurchase program in August 2015, based on the calculated price of $18.32 during the term of the transaction. The shares of Radian Group common stock received pursuant to the accelerated share repurchase and the termination of the capped call transactions were retired, resulting in a decrease in shares issued and outstanding and a corresponding increase in unissued shares. All share repurchases pursuant to the accelerated share repurchase program were funded in the second quarter of 2015 from the proceeds of the Senior Notes due 2020.
Other Purchases
We may purchase shares on the open market to settle stock options exercised by employees and purchases under our Employee Stock Purchase Plan. Through December 31, 2017, from time to time we also purchased shares on the open market to fund certain 401(k) matches. In addition, upon the vesting of certain restricted stock awards under our equity compensation plans, we may withhold from such vested awards shares of our common stock to satisfy the tax liability of the award recipients.


201

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


15 . Share-Based and Other Compensation Programs
On May 10, 2017, our stockholders approved the Amended and Restated Equity Compensation Plan, which amended and restated the 2014 Equity Plan by increasing the number of shares that may be issued under the plan and making certain other changes. In addition to the Amended and Restated Equity Compensation Plan, we also have awards outstanding under our 2008 Equity Plan and 1995 Equity Plan. The last awards granted pursuant to the 2008 and 1995 Equity Plans were granted in 2014 and 2008, respectively. All awards granted under the Equity Plans have been performance-based or time-vested awards in the form of non-qualified stock options, restricted stock, RSUs, phantom stock, or SARs. The maximum contractual term for all awards under the Equity Plans is 10 years , although awards have been granted with shorter terms.
The Amended and Restated Equity Compensation Plan authorizes the issuance of up to 8,954,109 shares, plus such number of shares of common stock subject to awards outstanding under the Amended and Restated Equity Compensation Plan and the 2008 Equity Plan that subsequently terminate, expire or are cancelled and become available for issuance under the Amended and Restated Equity Compensation Plan (“Prior Plan Shares”). There were 8,851,531 shares available for grant under the Amended and Restated Equity Compensation Plan as of December 31, 2017 (the “share reserve”), which includes Prior Plan Shares. Each grant of restricted stock, RSUs, or performance share awards under the Amended and Restated Equity Compensation Plan (other than those settled in cash) reduces the share reserve available for grant under the Amended and Restated Equity Compensation Plan by 1.31 shares for every share subject to such grant. Absent this share reserve adjustment for outstanding restricted stock, RSUs, phantom stock or performance share awards, our shares remaining available for grant under the Amended and Restated Equity Compensation Plan would have been 11,691,367 shares as of December 31, 2017 . Awards under the Amended and Restated Equity Compensation Plan that provide for settlement solely in cash (and not common shares) do not count against the share reserve.
Most awards vest at the end of the performance or service period. In the event of a grantee’s death or disability, awards generally vest immediately. Upon retirement, awards generally vest immediately or at the end of the performance period, if any. Awards granted under the Equity Plans to officers provide for “double trigger” vesting in the event of a change of control, meaning that awards will vest in connection with a change of control only in the event the grantee’s employment is terminated by us without cause or the grantee terminates employment for “good reason,” in each case within 90 days before or one year after the change of control. In the event of a hypothetical change of control as of December 31, 2017 , we estimate that the vesting of awards, assuming for purposes of this hypothetical that “double trigger” vesting occurred, would have resulted in a pretax accounting charge to us of approximately $10.2 million , representing the acceleration of compensation expense.
We use the Monte Carlo valuation model to determine the fair value of all cash-settled awards where stock price is a factor in determining the vesting, as well as for cash- or equity-settled performance awards where there exists a similar stock price-based market condition. The Monte Carlo valuation model incorporates multiple input variables, including expected life, volatility, risk-free rate of return and dividend yield for each award to estimate the probability that a vesting condition will be achieved. In determining these assumptions for the Monte Carlo valuations, we consider historic and observable market data.


202

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Depending on certain characteristics of the awards granted under the various Equity Plans noted above, they are accounted for as either liabilities or equity instruments. The following table summarizes awards outstanding and compensation expense recognized for each type of share-based award as of and for the years ended:
 
 
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.
The following table reflects additional information regarding all share-based awards for the years indicated:
 
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

RSUs (Cash-Settled)
Performance-Based RSUs — In 2012, a total of 2,211,640 performance-based RSUs (to be settled in cash) were granted to eligible officers under the 2008 Equity Plan. These performance-based RSUs entitled grantees to a cash amount equal to the fair market value of RSUs that vested at the end of a three -year performance period in 2015. Vesting of awards granted to both non-executives and executives in 2012 was dependent upon the performance of Radian Group’s total stockholder return (“TSR”) relative to the TSR of a performance peer group. Based on performance during the three -year performance period, grantees were entitled to a maximum payout of 200% of their target number of RSUs.
There were no cash-settled performance-based RSUs granted after 2012.



203

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Time-Vested RSUs — At December 31, 2015, a total of 262,694 time-vested RSUs (to be settled in cash), originally granted to our non-employee directors during 2009 and 2010, remained outstanding. On February 10, 2016, these time-vested RSUs (to be settled in cash) were converted into time-vested RSUs to be settled in common stock. Upon the director’s termination of service with us, the non-employee director generally will be entitled to the equivalent number of shares of common stock.
RSUs (Equity Settled)
Information with regard to RSUs to be settled in stock for the periods indicated is as follows:
 
Number of
Shares
 
Weighted-Average
Grant Date
Fair Value
Unvested, December 31, 2016
3,208,454

 
$
12.08

Granted
1,020,832

 
$
16.84

Vested
(99,424
)
 
$
14.39

Forfeited
(694,886
)
 
$
14.66

Unvested, December 31, 2017
3,434,976

 
$
12.90

Performance-Based RSUs —In 2017 , 2016 and 2015 , executive and non-executive officers were granted a total of 456,510 ; 701,110 ; and 499,740 ; respectively, of performance-based RSUs to be settled in common stock. The maximum payout at the end of the three -year performance period is 200% of a grantee’s target number of RSUs. The maximum payout for awards based on the TSR Measures described below is generally subject to a maximum cap of six times the value of the grantee’s award on the grant date.
The vesting of approximately 50% of the target performance-based RSUs granted to each executive officer in 2017 and 2016 is dependent upon (i) Radian Group’s TSR compared to the median TSR of a designated peer group of companies as of the date of grant (the “Relative TSR Measure”) and (ii) Radian Group’s absolute TSR (“Absolute TSR Measure,” and together with the Relative TSR Measure, the “TSR Measures”), in each case measured over a three -year performance period and subject to certain conditions. The remaining 50% of each executive officer’s target award will vest based on the cumulative growth in Radian’s book value per share, adjusted for certain defined items, over a three -year performance period. The vesting of performance-based RSUs granted to non-executives in 2017 is the same as described above for executive officers. The vesting of performance-based RSUs granted to non-executives in 2016 is entirely based on the TSR Measures described above and does not include a book value measure.
The vesting of performance-based RSU awards granted to executive officers and non-executives in 2015 is entirely dependent upon Radian Group’s TSR Measures, as described above.
The grant date fair value of the performance-based RSUs that are based on the cumulative growth in Radian’s book value per share is calculated based on the stock price as of the grant date, discounted for the lack of dividends earned over the vesting period and the one -year post-vesting holding period, as applicable. The compensation cost that is recognized over the remaining requisite service period is based on our expectations of the probable level of achievement of the performance condition.
The grant date fair value of the performance-based RSUs that are based on TSR Measures is determined using a Monte Carlo valuation model. The following are assumptions used in our calculation of the grant date fair value of performance-based RSUs to be settled in common stock:


204

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


 
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.
Also in 2017, 123,496 performance-based RSUs to be settled in common stock were granted to the Company’s former chief executive officer (“CEO”) pursuant to the terms of his retirement agreement. Vesting for these performance-based RSUs only occurs if a stock price hurdle is met during the performance period, which begins 10 days prior to the first anniversary of the grant date and ends on the fifth anniversary of the grant date, or upon the death of the grantee or a change in control of the Company. The stock price hurdle requires that the closing price of our common stock on the New York Stock Exchange equals or exceeds 120% of the grant date share price, or $22.46 , for 10 consecutive trading days during the performance period.
Time-Vested RSUs — Information with regard to grants of time-vested RSUs to be settled in common stock is as follows for the periods indicated:
 
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.


205

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Non-Qualified Stock Options
Information with regard to stock options for the periods indicated is as follows:
($ 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

 
 
 
 
 
 
The following table summarizes additional information concerning stock option activity for the periods indicated:
 
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.
Upon the exercise of stock options, we generally issue shares from the authorized, unissued share reserves when the exercise price is less than the treasury stock repurchase price and from treasury stock when the exercise price is greater than the treasury stock repurchase price.


206

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


The following table summarizes information concerning outstanding and exercisable options at December 31, 2017 :
 
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

Generally, the stock option awards have a four -year vesting period, with 50% of the award vesting on or after the third anniversary of the grant date and the remaining 50% of the award vesting on or after the fourth anniversary of the grant date, provided the applicable stock price performance hurdle is met, as described below. The fair value of stock options vested during the year ended December 31, 2017 was $3.3 million .
There were no stock options granted in 2017. For stock option awards granted in 2016 and 2015 , in addition to the time-based vesting requirements, the options contain a performance hurdle whereby the options will only vest if the closing price of our common stock on the New York Stock Exchange exceeds approximately $15.20 and $23.03 (in each case, 125% of the option exercise price), respectively, for 10 consecutive trading days ending on or after the third anniversary of the date of grant.
We elected to apply the short-cut method, under the accounting standard regarding share-based payment, to account for the windfall tax benefits that may result from the exercise of stock options. Effective January 1, 2017, upon the implementation of the update to the accounting standard regarding stock-based compensation, windfalls and shortfalls resulting from cancellations, expirations or exercises of stock options are reflected in the consolidated statements of operations as part of our income tax provision, as they occur. See Note 2 .
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan, the 2008 ESPP, under which 2,000,000 shares of our authorized but unissued common stock initially were reserved for issuance. Under the 2008 ESPP, we issued 105,476 ; 151,121 ; and 94,676 shares to employees during the years ended December 31, 2017 , 2016 and 2015 , respectively. 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.
The 2008 ESPP is designed to allow eligible employees to purchase shares of our common stock at a discount of 15% off the lower of the fair market value of our common stock at the beginning or end of a six month offering period (each period being the first and second six months in a calendar year).
The following assumptions were used in our calculation of Employee Stock Purchase Plan compensation expense during 2017 :
 
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
%
Unrecognized Compensation Expense
As of December 31, 2017 , 2016 and 2015 , unrecognized compensation expense related to the unvested portion of all of our share-based awards was $16.3 million , $11.3 million and $11.7 million , respectively. Absent a change of control under the Equity Plans, this expense is expected to be recognized over a weighted-average period of approximately 2.1 years .


207

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


16. Benefit Plans
The Radian Group Inc. Savings Incentive Plan (“Savings Plan”) covers substantially all of our full-time and our part-time employees. Participants can contribute up to 100% of their base earnings as pretax and/or after-tax (Roth IRA) contributions up to a maximum amount of $18,000 for 2017 . The Savings Plan also includes a catch-up contribution provision whereby participants who are or will be age 50 and above during the Savings Plan year may contribute an additional contribution. The maximum catch-up contribution for the Savings Plan in 2017 was $6,000 . Effective January 1, 2016, we match up to 100% of the first 4.5% of base earnings contributed in any given year. Previously, the match was up to 100% of the first 6% of annual base earnings exclusive of Clayton, which had its own employee match of 25% of the first 6% of base earnings contributed in any given year. Beginning January 1, 2016, Clayton was merged into the Savings Plan. Our expense for matching funds for the years ended December 31, 2017 , 2016 and 2015 was $4.8 million , $4.9 million and $3.1 million , respectively.
Certain of the benefits of this plan are as follows:
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.
Other Contributions
We contributed immaterial amounts to other postretirement benefit plans in 2017 .
17. Accumulated Other Comprehensive Income (Loss)
The following table shows the rollforward of accumulated other comprehensive income (loss) as of the periods indicated:
 
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

 
 
 
 
 
 


208

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


 
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).
18 . Discontinued Operations
Radian Asset Assurance, Radian Group’s former financial guaranty subsidiary, was accounted for as a discontinued operation as of December 31, 2014, based on the applicable terms of the Radian Asset Assurance Stock Purchase Agreement. Pursuant to the agreement, on April 1, 2015, Radian Guaranty completed the sale of 100% of the issued and outstanding shares of Radian Asset Assurance for a purchase price of approximately $810 million . After closing costs and other adjustments, Radian Guaranty received net proceeds of $789 million .


209

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


In 2015, we recorded total net income from discontinued operations of $5.4 million related to this sale, including: (i) $34.3 million of total revenue, primarily due to the recognition of investment gains previously deferred and recorded in accumulated other comprehensive income (loss) and recognized as a result of the completion of the sale; (ii) an impairment charge of $14.3 million and (iii) taxes and adjustments to estimated transaction costs. The operating results of Radian Asset Assurance are classified as discontinued operations. No general corporate overhead or interest expense was allocated to discontinued operations.
19 . Statutory Information
We prepare our statutory financial statements in accordance with the accounting practices required or permitted, if applicable, by the insurance departments of the respective states of domicile of our insurance subsidiaries. Required SAPP are established by a variety of NAIC publications, as well as state laws, regulations and general administrative rules. In addition, insurance departments have the right to permit other specific practices that may deviate from prescribed practices. As of December 31, 2017 , we did not have any prescribed or permitted statutory accounting practices that resulted in reported statutory surplus or risk-based capital being different from what would have been reported had NAIC statutory accounting practices been followed.
Radian Group serves as the holding company for our insurance subsidiaries, through which we conduct our mortgage insurance business. These insurance subsidiaries are subject to comprehensive, detailed regulation by the insurance departments in the various states where our insurance subsidiaries are domiciled or licensed to transact business. Insurance laws vary from state to state, but generally grant broad supervisory powers to state agencies or officials to examine insurance companies and enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business. The state insurance regulations include various capital requirements and dividend restrictions based on our insurance subsidiaries’ statutory financial position and results of operations, as described below. Our failure to maintain adequate levels of capital could lead to intervention by the various insurance regulatory authorities, which could materially and adversely affect our business, business prospects and financial condition. As of December 31, 2017 , the amount of restricted net assets held by our consolidated insurance subsidiaries (which represents our equity investment in those insurance subsidiaries) totaled $3.6 billion of our consolidated net assets.
The ability of Radian’s insurance subsidiaries to pay dividends on their common stock is restricted by certain provisions of the insurance laws of Pennsylvania, their state of domicile. Under Pennsylvania’s insurance laws, dividends and other distributions may only be paid out of an insurer’s positive unassigned surplus, measured as of the end of the prior fiscal year, unless the Pennsylvania Insurance Commissioner approves the payment of dividends or other distributions from another source. In 2015 we effectuated a reorganization of our mortgage insurance subsidiaries, which included a significant redistribution of assets and RIF among our legal entities. As a result of these actions, substantially all of the RIF and assets previously held by Radian Guaranty Reinsurance, Radian Mortgage Assurance, Radian Insurance and Radian Mortgage Insurance were transferred to Radian Guaranty and Radian Reinsurance. None of the distributions from these entities were retained by Radian Group, as all proceeds were distributed to either Radian Guaranty or Radian Reinsurance.
On March 31, 2017, we reallocated $175 million of capital, in the form of cash and marketable securities, from Radian Guaranty to Radian Reinsurance. The reallocation was accomplished by way of an Extraordinary Dividend, approved by the Pennsylvania Department of Insurance, from Radian Guaranty to Radian Group, and a simultaneous capital contribution from Radian Group to Radian Reinsurance in the same amount. These transactions resulted in a $175 million decrease in Radian Guaranty’s statutory policyholders’ surplus (i.e., statutory capital and surplus) and a corresponding increase in Radian Reinsurance’s statutory policyholders’ surplus. Until September 30, 2017, the reallocation of capital had no impact on Radian Guaranty’s Available Assets under the PMIERs, because Radian Reinsurance was considered an exclusive affiliated reinsurer of Radian Guaranty and, as such, Radian Guaranty’s Available Assets and Minimum Required Assets were determined on an aggregate basis, taking into account the assets and insured risk of Radian Guaranty and any exclusive affiliated reinsurers. However, effective in the third quarter of 2017, Radian Reinsurance is no longer considered an exclusive affiliated reinsurer of Radian Guaranty, due to its participation in the credit risk transfer programs with Fannie Mae and Freddie Mac. Although this change impacted Radian Guaranty’s Available Assets and Minimum Required Assets under the PMIERs, it did not affect Radian Guaranty’s compliance with the PMIERs financial requirements.


210

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


At December 31, 2017 , Radian Guaranty had negative unassigned surplus of $765.0 million , compared to negative unassigned surplus of $691.3 million at December 31, 2016 . Radian Reinsurance, which began operations in December 2015, had negative unassigned surplus of $112.1 million at December 31, 2017 , compared to negative unassigned surplus of $118.4 million at December 31, 2016 as a result of the establishment of contingency reserves. If either of these insurers had positive unassigned surplus as of the end of the prior fiscal year, such insurer only may pay dividends or other distributions during any 12-month period in an aggregate amount less than or equal to the greater of: (i)  10% of the preceding year-end statutory policyholders’ surplus; or (ii) the preceding year’s statutory net income. Due to the negative unassigned surplus at the end of 2017 , no dividends or other distributions can be paid from Radian Guaranty or Radian Reinsurance without approval from the Pennsylvania Insurance Commissioner. Other than the payment of the Extraordinary Dividend by Radian Guaranty, as described above, neither Radian Guaranty nor Radian Reinsurance paid dividends in 2017 or 2016 .
Radian Guaranty
Radian Guaranty is domiciled and licensed in Pennsylvania as a stock casualty insurance company authorized to carry on the business of credit insurance, which includes the authority to write mortgage guaranty insurance. It is a monoline insurer, restricted to writing first-lien residential mortgage guaranty insurance.
Under state insurance regulations, Radian Guaranty is required to maintain minimum surplus levels and, in certain states, a minimum ratio of statutory capital relative to the level of net RIF, or Risk-to-capital. There are 16 RBC States that currently impose a Statutory RBC Requirement. The most common Statutory RBC Requirement is that a mortgage insurer’s Risk-to-capital may not exceed 25 to 1. In certain of the RBC States, a mortgage insurer must satisfy a MPP Requirement. The statutory capital requirements for the non-RBC States are de minimis (ranging from $1 million to $5 million ); however, the insurance laws of these states generally grant broad supervisory powers to state agencies or officials to enforce rules or exercise discretion affecting almost every significant aspect of the insurance business, including the power to revoke or restrict an insurance company’s ability to write new business. Unless an RBC State grants a waiver or other form of relief, if a mortgage insurer, such as Radian Guaranty, is not in compliance with the Statutory RBC Requirement of that state, the mortgage insurer may be prohibited from writing new mortgage insurance business in that state. Radian Guaranty’s domiciliary state, Pennsylvania, is not one of the RBC States.
Radian Guaranty was in compliance with the Statutory RBC Requirements or MPP Requirements, as applicable, in each of the RBC States as of December 31, 2017 . The NAIC is in the process of developing a new Model Act for mortgage insurers, which is expected to include, among other items, new capital adequacy requirements for mortgage insurers. In May 2016, a working group of state regulators released an exposure draft of a risk-based capital framework to establish capital requirements for mortgage insurers. While the outcome and timing of this process are uncertain, the new Model Act, if and when finalized by the NAIC, has the potential to increase capital requirements in those states that adopt the Model Act. However, we continue to believe the changes to the Model Act will not result in financial requirements that require greater capital than the level currently required under the PMIERs financial requirements. See Note 1 for information regarding the PMIERs, which set requirements for private mortgage insurers to remain eligible insurers of loans purchased by the GSEs.
Radian Guaranty’s statutory net income, statutory policyholders’ surplus and contingency reserve as of or for the years ended December 31, 2017 , 2016 and 2015 were as follows:
 
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



211

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Radian Guaranty’s Risk-to-capital calculation appears in the table below. For purposes of the Risk-to-capital requirements imposed by certain states, statutory capital is defined as the sum of statutory policyholders’ surplus plus statutory contingency reserves.
 
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.
The net decrease in Radian Guaranty’s Risk-to-capital in 2017 was primarily due to statutory capital growing faster than net RIF. Radian Guaranty’s statutory capital increased during 2017 due to statutory net income earned during the year and the issuance of the Surplus Note, partially offset by the reallocation of $175 million of capital from Radian Guaranty to Radian Reinsurance, as described above, and a net decrease in Radian Guaranty’s net admitted deferred tax assets. Radian Guaranty’s net RIF increased during the year due to strong growth in NIW and IIF, partially offset by the increased reinsurance benefit pursuant to the 2016 Single Premium QSR Transaction.
We have actively managed Radian Guaranty’s capital position in various ways, including: (i) through internal and external reinsurance arrangements; (ii) by seeking opportunities to reduce our risk exposure through commutations and other negotiated transactions; and (iii) by contributing additional capital from Radian Group.
Radian Guaranty did not receive capital contributions from Radian Group in the years ended December 31, 2017 or 2016 . However, in December 2017, Radian Group transferred $100 million of cash and marketable securities to Radian Guaranty in exchange for a Surplus Note issued by Radian Guaranty. This Surplus Note has a 0% interest rate and is scheduled to mature on December 31, 2027. The Surplus Note may be redeemed at any time upon 30 days prior notice, subject to the approval of the Pennsylvania Insurance Department.
In December 2015, Radian Group transferred $325 million of cash and marketable securities to Radian Guaranty in exchange for a Surplus Note issued by Radian Guaranty. This Surplus Note had a 0% interest rate and was scheduled to mature on December 31, 2025. However, Radian Guaranty repaid the Surplus Note in full on June 30, 2016.
Radian Reinsurance
Effective December 2015, Radian Reinsurance is domiciled and licensed in Pennsylvania as a stock casualty insurance company authorized to carry on the business of credit insurance, which includes the authority to reinsure policies of mortgage guaranty insurance. Radian Reinsurance is only licensed or authorized to write direct mortgage guaranty insurance in Pennsylvania. Radian Reinsurance is required to maintain a minimum statutory surplus of $20 million to remain an authorized reinsurer in all states. As discussed above, Radian Reinsurance received capital contributions from Radian Group of $175 million during the year ended December 31, 2017 .


212

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


Radian Reinsurance’s statutory net income, statutory policyholders’ surplus and contingency reserve as of and for the years ended December 31, 2017 and 2016 were as follows:
 
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

Combined Risk-to-Capital Ratio and Other Mortgage Insurance Subsidiaries
The Risk-to-capital ratio for our combined mortgage insurance operations was 12.1 to 1 as of December 31, 2017 , compared to 13.6 to 1 as of December 31, 2016 . In addition to Radian Guaranty and Radian Reinsurance, this combined ratio also includes Radian Guaranty Reinsurance, Radian Mortgage Assurance, Radian Investor Surety Inc., Radian Insurance, Radian Mortgage Insurance, and Radian Mortgage Guaranty Inc. Radian Insurance is the only entity that had any remaining RIF as of December 31, 2017 , totaling $24.1 million . The aggregate statutory net income, statutory policyholders’ surplus and contingency reserve for these six subsidiaries as of and for the years ended December 31, 2017 , 2016 and 2015 were as follows:
 
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

During 2015, Radian Mortgage Guaranty Inc. was newly established as a mortgage guaranty insurer domiciled in Pennsylvania, and received capital contributions from Radian Group totaling $20 million .
Principal Differences between GAAP and SAPP
The differences between the statutory financial statements and financial statements presented on a GAAP basis represent differences between GAAP and SAPP principally for the following reasons:
(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.


213

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


(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.


214

Radian Group Inc.
Notes to Consolidated Financial Statements - (Continued)
______________________________________________________________________________________________________


20. Quarterly Financial Data (Unaudited)
 
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 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.


215


Item 9A.
Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2017 pursuant to Rule 15d-15(e) under the Exchange Act. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding management’s control objectives. Management does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance and cannot guarantee that it will succeed in its stated objectives.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017 , our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting, as of December 31, 2017 , using the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under the updated internal control framework in Internal Control-Integrated Framework (2013) , management concluded that our internal control over financial reporting was effective as of December 31, 2017 . The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing in Item 8 of this Annual Report on Form 10-K.
There was no change in the internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information.
None.


216


PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2017 . Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.
Item 11.
Executive Compensation.
The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2017 . Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2017 . Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.
Equity Compensation Plans
The following table sets forth certain information relating to the Company’s equity compensation plans as of December 31, 2017 . Each number of securities reflected in the table is a reference to shares of our common stock.
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.


217

Part III
______________________________________________________________________________________________________

Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2017 . Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.
Item 14.
Principal Accountant Fees and Services.
The information required by this Item is incorporated by reference to, and will be contained in, our definitive proxy statement, which will be filed within 120 days after December 31, 2017 . Accordingly, we have omitted the information from this Item pursuant to General Instruction G (3) of Form 10-K.


218




PART IV
Item 15.
Exhibits and Financial Statement Schedules.
(a)
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.
2. Exhibits—See “Index to Exhibits” on page of this report for a list of exhibits filed as part of this report.
3. Financial Statement Schedules—See the “Index to Financial Statement Schedules” on page of this report for a list of the financial statement schedules filed as part of this report.    
Schedule I—Summary of investments—other than investments in related parties ( December 31, 2017 )    
Schedule II—Financial information of Radian Group, Inc., Parent Company Only (Registrant)        
Condensed Balance Sheets as of December 31, 2017 and 2016                    
F-2 ctionPage#
Condensed Statements of Operations for the Years Ended December 31, 2017 , 2016 and 2015     
Condensed Statements of Cash Flows for the Years Ended December 31, 2017 , 2016 and 2015     
Supplemental Notes to Condensed Financial Statements                    
F-5 ctionPage#
Schedule IV—Reinsurance ( December 31, 2017 , 2016 and 2015 )                    
Item 16.
Form 10-K Summary.
None.


219




INDEX TO EXHIBITS

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
 
 


220

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Glossary



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


221

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Glossary



Exhibit
Number
Exhibit
 
 
+10.4
 
 
+10.5
 
 
+10.6
 
 
+10.7
 
 
+10.8
 
 
+10.9
 
 
+10.10
 
 
*+10.11
 
 
*+10.12
 
 
+10.13
 
 
+10.14
 
 
+10.15
 
 
+10.16
 
 
+10.17
 
 
+10.18
 
 
+10.19
 
 
+10.20
 
 


222

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Glossary



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
 
 


223

Table of Contents
Glossary



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
 
 


224

Table of Contents
Glossary



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
 
 


225

Table of Contents
Glossary



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
 
 


226

Table of Contents
Glossary



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
 
 


227

Table of Contents
Glossary



Exhibit
Number
Exhibit
+10.98
 
 
+10.99
 
 
+10.100

 
 
+10.101
 
 
+10.102
 
 
+10.103
 
 
+10.104
 
 
+10.105
 
 
+10.106
 
 
10.107
 
 
*12
 
 
*21
 
 
*23.1
 
 
*31
 
 
**32
 
 
*101
The following financial information from Radian Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, is formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 2015, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2017, 2016, and 2015, (iv) Consolidated Statements of Changes in Common Stockholders’ Equity for the years ended December 31, 2017, 2016, and 2015, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016, and 2015, and (vi) the Notes to Consolidated Financial Statements.
*
Filed herewith.
**
Furnished herewith.
+    Management contract, compensatory plan or arrangement


228

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Glossary



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2018 .

Radian Group Inc.
 
 
By:
/s/ Richard G. Thornberry
 
 
Richard G. Thornberry
Chief Executive Officer


229

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Glossary



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 28, 2018 , by the following persons on behalf of the registrant and in the capacities indicated.
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
 
 


230

Table of Contents
Glossary



INDEX TO FINANCIAL STATEMENT SCHEDULES

 
Page
Financial Statement Schedules
 
All other schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in our Consolidated Financial Statements and notes thereto.


231

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Radian Group Inc. and Its Consolidated Subsidiaries
Schedule I
Summary of Investments—Other Than Investments in Related Parties
December 31, 2017

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.


F-1

Table of Contents
Glossary




Radian Group Inc.
Schedule II—Financial Information of Registrant
Condensed Balance Sheet
Parent Company Only
 
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












See Supplemental Notes.


F-2

Table of Contents
Glossary



Radian Group Inc.
Schedule II—Financial Information of Registrant
Condensed Statements of Operations
Parent Company Only

 
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


























See Supplemental Notes.


F-3

Table of Contents
Glossary



Radian Group Inc.
Schedule II—Financial Information of Registrant
Condensed Statements of Cash Flows
Parent Company Only

 
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


See Supplemental Notes.


F-4

Table of Contents
Glossary



Radian Group Inc.
Schedule II—Financial Information of Registrant
Parent Company Only
Supplemental Notes
Note A
The Radian Group Inc. (the “Parent Company”, “we” or “our”) financial statements represent the stand-alone financial statements of the Parent Company. These financial statements have been prepared on the same basis and using the same accounting policies as described in the consolidated financial statements included herein, except that the Parent Company uses the equity-method of accounting for its majority-owned subsidiaries. These financial statements should be read in conjunction with our consolidated financial statements and the accompanying notes thereto.
Certain prior period amounts have been reclassified to conform to current period presentation, including the adoption of an update to the accounting standard for the treatment of restricted cash in the statement of cash flows. See Note 2 of Notes to Consolidated Financial Statements for additional information.
On April 1, 2015, Radian Guaranty completed the sale of Radian Asset Assurance pursuant to the Radian Asset Assurance Stock Purchase Agreement. See Note 18 of Notes to Consolidated Financial Statements for additional information related to discontinued operations.
As a result of our adoption on January 1, 2017 of the update issued by the FASB related to the accounting standards for share-based payment transactions, excess tax benefits are now classified along with other cash flows as an operating activity, rather than separated from other income tax cash flows as a financing activity.
Note B
We had restricted cash of $0.1 million at December 31, 2016 held as collateral for our insurance trust agreement for our health insurance policy. We had no restricted cash at December 31, 2017 .
Note C
During 2017, the Parent Company made total capital contributions of $521.0 million to its subsidiaries. This amount included a $175.0 million contribution to Radian Reinsurance, consisting of $21.4 million of cash and $153.6 million of marketable securities, and a $0.2 million cash contribution to Radian Mortgage Assurance. The Parent Company also made a $3.1 million capital contribution to Enhance Financial Services Group Inc. in lieu of receiving tax payments due under our tax sharing agreement. We also effectively contributed $342.7 million to Clayton Group Holdings Inc. to reflect the impairment of our $300 million intercompany note receivable and $42.7 million of interest receivable on the intercompany note as of December 31, 2017.
During 2017, the Parent Company received a $175.0 million dividend from Radian Guaranty, which included $21.4 million of cash and $153.6 million of marketable securities, all of which was subsequently contributed to Radian Reinsurance. In addition, the Parent Company liquidated three of its subsidiaries and received liquidating dividends totaling $26.5 million . This amount reflected liquidating dividends from Radian Mortgage Insurance, Radian Mortgage Reinsurance Company and RDN Investments, Inc. of $24.9 million , $1.0 million and $0.6 million , respectively, and included cash dividends of $2.7 million , $0.6 million and $0.5 million , respectively, and the distribution of deferred and current tax recoverables of $22.2 million , $0.4 million and $0.1 million , respectively. The Parent Company also received tax payments of $50.7 million from its subsidiaries under our tax sharing agreement.
During 2016, the Parent Company made total capital contributions of $2.5 million to its subsidiaries. This amount included a cash contribution of $1.5 million to RDN Investments, Inc. and a $1.0 million contribution of marketable securities to Clayton Group Holdings Inc. During 2016, the Parent Company purchased Radian Insurance, Radian Mortgage Insurance and Radian Mortgage Assurance from Radian Guaranty for $19.0 million , $2.8 million and $8.6 million , respectively. The purchase price of each subsidiary represented its total statutory capital and surplus as of September 30, 2016.
During 2016, the Parent Company received dividends from its subsidiaries totaling $40.4 million in cash and marketable securities. This amount included cash of $15.0 million from Enhance Financial Services Group Inc. and marketable securities from RDN Investments, Inc. of $25.4 million . In addition, the Parent Company received a dividend from Radian MI Services Inc. of its full investment in Radian Investor Surety Inc., which was valued at $5.0 million at the date of transfer. The Parent Company also received tax payments of $51.2 million from its subsidiaries under our tax sharing agreement.


F-5

Table of Contents
Glossary



During 2015, the Parent Company made total capital contributions of $398.3 million to its subsidiaries. This amount included a cash contribution of $100.0 million to Radian Guaranty, contributions of cash ( $50.0 million ) and marketable securities ( $216.0 million ) totaling $266.0 million to Radian Reinsurance, and cash contributions of $20.0 million , $12.1 million and $0.2 million to Radian Mortgage Guaranty Inc., Clayton Group Holdings Inc., and Radian Mortgage Reinsurance Company, respectively.
During 2015, the Parent Company received dividends from its subsidiaries totaling $446.2 million in cash and marketable securities. This amount included marketable securities of $216.0 million from Enhance Financial Services Group Inc. and cash of $15.0 million from Radian MI Services Inc., which were used to partially fund the creation of Radian Reinsurance as part of an approved reorganization of our mortgage insurance subsidiaries. In addition, the Parent Company received a total of $215.2 million ( $98.7 million in cash and $116.5 million in marketable securities) from RDN Investments, Inc., to partially fund the acquisition of a Surplus Note from Radian Guaranty (see Note D for additional information). The Parent Company also received tax payments of $16.0 million from its subsidiaries in 2015 under our tax-sharing agreement.
Note D
Accounts and notes receivable included a $300 million note receivable from Clayton Group Holdings Inc. as of December 31, 2017 and 2016 . This represents the original principal amount related to the Senior Notes due 2019, which funded the acquisition of Clayton in June 2014. Interest on the note is payable semi-annually on June 1 and December 1. The interest payment represents coupon interest plus issuance costs (amortized on a straight line basis over the term of the note). The principal is due on June 1, 2019 although, in the event of non-payment, the note terms reflect that the note remains outstanding and continues to accrue interest at the coupon rate. The Services segment has not generated sufficient cash flow to reimburse the Parent Company for its share of its direct and allocated operating expenses and interest expense, and we do not expect that the Services segment will be able to bring its reimbursement obligations current in the foreseeable future as relates to the intercompany note. Therefore, we have recorded an allowance against the outstanding balance of the $300 million note receivable at December 31, 2017 .
Accounts and notes receivable also included, as of December 31, 2017 , a $100 million Surplus Note from Radian Guaranty. In December 2017, the Parent Company transferred $100 million of primarily marketable securities and a small amount of cash to Radian Guaranty in exchange for a Surplus Note issued by Radian Guaranty. See Note 19 of Notes to Consolidated Financial Statements for additional information related to the Surplus Note.
Note E
Other assets remained relatively unchanged as of December 31, 2017, compared to December 31, 2016, primarily as a result of a small net decrease in the intercompany receivable balance related to the reimbursement from the Services segment (See Notes D and G for additional information), offset by increases in other assets. In particular, as disclosed above in Note D, the Services segment has not generated sufficient cash flow to reimburse the Parent Company for its share of its direct and allocated operating expenses and interest expense related to the $300 million note receivable. Therefore, at December 31, 2017, we recorded an allowance of $42.7 million against the outstanding balance of the interest receivable. Offsetting the interest receivable allowance was an increase in the balance due related to the Services segment’s share of direct and allocated operating expenses of $39.9 million . Other assets also includes an $88.6 million deposit with the IRS. See Note 10 of Notes to Consolidated Financial Statements for additional information related to this “qualified deposit” and the status of the IRS Matter.
Note F
During 2017 , the Parent Company successfully completed a series of transactions to strengthen its capital position, including reducing its overall cost of capital and improving the maturity profile of its debt. See Notes 12 and 14 of Notes to Consolidated Financial Statements for additional information on our loss on induced conversion and debt extinguishment, long-term debt and capital stock.
At December 31, 2017 , the maturities of the principal amount of our long-term debt in future years are as follows:
(In thousands)
 
2019
$
158,623

2020
234,126

2021
197,661

2024
450,000

Total
$
1,040,410

 
 


F-6

Table of Contents
Glossary



Note G
The Parent Company provides certain services to its subsidiaries. The Parent Company allocates to its subsidiaries expenses it incurs in the capacity of supporting those subsidiaries, including operating expenses, which are allocated based on a percentage of time spent, and interest expense, which is allocated based on relative capital. These expenses are presented net of allocations in the Statements of Operations. Substantially all operating expenses and most of our interest expense, except for discount amortization on our long-term debt, have been allocated to the subsidiaries for 2017 , 2016 and 2015 .
Amounts allocated to the subsidiaries for expenses are based on actual cost, without any mark-up. The Parent Company considers these charges fair and reasonable. The subsidiaries generally reimburse the Parent Company for these costs in a timely manner, which has the impact of temporarily improving the cash flows of the Parent Company, if accrued expenses are reimbursed prior to actual payment. See Note E for additional information.
The following table shows the components of our Parent Company expenses that have been allocated to our subsidiaries for the periods indicated:
 
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

Note H
Net investment income increased in 2017 compared to 2016 , primarily due to an increase in the average of the Parent Company’s investment portfolio invested in higher yielding bonds during the year.
Interest expense reflects the discount amortization on our long-term debt, as well as coupon interest attributable to the Convertible Senior Notes due 2019 and the Senior Notes due 2019. The reduction in interest expense in 2017 was primarily attributable to lower expense following the induced conversion and extinguishment of $21.6 million of our remaining Convertible Senior Notes due 2017 in the second quarter of 2017 and the redemption of the remaining $68.0 million of our Convertible Senior Notes due 2019 during January 2017.
Note I
We and certain of our subsidiaries have entered into the following intercompany guarantees:
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.


F-7

Table of Contents
Glossary



Radian Group Inc.
Schedule IV—Reinsurance
Insurance Premiums Earned
Years Ended December 31, 2017 , 2016 and 2015

($ 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
%
 
 
 
 
 
 
 
 
 
 


F-8





Comprehensive 401(k) Profit Sharing Plan
Nonstandardized Adoption Agreement

EMPLOYER INFORMATION

Name of Adopting Employer Radian Group Inc.
Address 1601 Market Street
City Philadelphia
State PA
Zip 19103
Telephone 215-564-6600    Adopting Employer's Federal Tax Identification Number 23-2691170
Adopting Employer's Tax Year End (specify month and day) 12/31
Type of Business (select one) o Sole Proprietorship o Partnership [ X] C Corporation o S Corporation o LLC
o Other. (Specify a legal entity recognized under federal income tax laws.)
Name of Plan Radian Group Inc. Savings Incentive Plan
Plan Sequence Number _00l    Trust Identification Number (if applicable) Account Number _093614
    
Related Employers - If the Adopting Employer is part of a controlled group of corporations (as defined in Code section 414(b) as modified by Code section 415(h)), a group of commonly controlled trades or businesses (as defined in Code section 414(c) as modified by Code section 415(h)) or an affiliated service group (as defined in Code section 414(m)) of which the Adopting Employer is a part, or any other entity required to be aggregated with the Adopting Employer pursuant to Code section 414(o), then such Related Employers of the Adopting Employer will participate in this Plan unless specifically indicated otherwise in Section Two, Part B of this Adoption Agreement.
SECTION ONE: EFFECTIVE DATES
Complete Part A or B

Part A.    New Plan Effective Date
This is the initial adoption of a 401(k) profit sharing plan by the Adopting Employer.
The Effective Date of this Plan is_________. (Must be on or after January l, 2007.)
If different from the Effective Date above, Elective Deferrals can be made under this Plan effective:
Pre-Tax Elective Deferrals (Select one.)
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.)





NOTE: If no option is selected, Option 1 will apply for Pre-Tax Elective Deferrals.
Roth Elective Deferrals (Select one.)
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.
NOTE: If no option is selected, Option 1 will apply for Roth Elective Deferrals.
NOTE: The Effective Date is usually the first day of the Plan Year in which this Adoption Agreement is signed and may not be earlier than such date. Elective Deferrals, however, cannot be made available before the later of the date this Adoption Agreement is signed or the date specified above for Elective Deferrals.

Part B.     [ X] Existing Plan Amendment or Restatement Date
This is an amendment or restatement of an existing qualified plan.

The Initial Plan Document was effective on _l1/l/1992.
o This Plan is a frozen Plan effective on_
If this Plan is a frozen Plan, no Employer Contributions may be made to the Plan with respect to Compensation earned on or after the Effective Date that the Plan is frozen. In addition, no additional contributions (e.g., rollover, transfer) may be accepted by the Plan on or after the date that the Plan is frozen. Depending on the facts and circumstances surrounding the freezing of the Plan, other Plan provisions may be affected (e.g., vesting, availability of loans.)
The Effective Date of this amendment or restatement is 4/15/2016 (except as otherwise provided on a Special Effective Date(s) Attachment, if applicable, or in the Basic Plan Document). (Must be on or after January 1, 2007.) oo
If different from the Effective Date above, Elective Deferrals, if added by this amendment or restatement, can be made under this Plan o Pre-Tax Elective Deferrals (Select one.)
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.)
NOTE: If no option is selected, Option 1 will apply for Pre-Tax Elective Deferrals.
Roth Elective Deferrals (Select one.)
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.
NOTE: If no option is selected, Option 1 will apply for Roth Elective Deferrals.
NOTE: Specifying an amendment or restatement Effective Date as any day other than the first day of the Plan Year following the Plan Year in which this Adoption Agreement is signed may result in a reduction or elimination of accrued benefits, violating Code section 411(d) (6). Notwithstanding the foregoing, Effective Dates for certain items (e.g., PPA and other legislative and regulatory guidance) are governed by the terms specified in the Basic Plan Document. If Elective Deferrals are being made available for the first time as a result of this amendment or restatement, the Elective Deferrals cannot be made available before the later of the date this Adoption Agreement is signed or the date specified above for Elective Deferrals. If different dates are selected for Pre-Tax and Roth Elective Deferrals, the date specified above for Pre-Tax Elective Deferrals must be either the same date or an earlier date than that selected for Roth Elective Deferrals.





SECTION TWO: ELIGIBILITY
Complete Parts A through E
NOTE: Eligibility requirements selected for Elective Deferrals will also apply to Nondeductible Employee Contributions, if such contributions are made to the Plan. For purposes of this section, Elective Deferrals shall mean Pre-tax and Roth Elective Deferrals (if applicable) as elected in Section Three, Part A(1). Eligibility requirements selected for Matching Contributions will apply to Qualified Matching Contributions, if such contributions are made to the Plan. There will be no eligibility requirements and entry will be immediate for Employer Prevailing Wage Contributions.
Part A. Age and Eligibility Service
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):
o Elective Deferrals -Age (not more than 21).
o Matching Contributions - Age (not more than 21).
o Employer Profit Sharing Contributions - Age     (not more than 21).
o Safe Harbor/QACA Safe Harbor Contributions - Age (not more than 21).
o Qualified Nonelective Contributions - Age (not more than 21).
NOTE: If no age is specified for a contribution source, there will be no age requirement for such source.
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):
[ X ] No eligibility service required.
If this option is selected, there will be no eligibility service requirement for the following contributions (select all that apply):
[ X ] Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
[ X ] Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
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 Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
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 Elective Deferrals.





o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
NOTE: Employees not meeting the Hours of Service requirement within the period specified above will satisfy the Plan's service requirement when they complete 1,000 Hours of Service within the Eligibility Computation Period. If this option is selected and no Hours of Service are specified, an Employee will be eligible to become a Participant in the Plan for purposes of the contributions specified above after completing the number of consecutive Months of Eligibility Service specified above.
[ X ] After completing 1 Year of Eligibility Service (Period of Service, if applicable).
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 1 Year of Eligibility Service (Period of Service, if applicable) (select all that apply):
o Elective Deferrals.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
o
After completing 2 Years of Eligibility Service (Periods of Service, if applicable).
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 2 Years of Eligibility Service (Periods of Service, if applicable) (select all that apply):
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Other.
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 following requirements (select and complete all that apply):
o Elective Deferrals. (Cannot require more than 1 Year of Eligibility Service (Period of Service, if applicable).)
o Matching Contributions. (Cannot require more than 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).)

NOTE: If the requirements are based on Months of Eligibility Service with an hours requirement, Employees not meeting the hours requirement within the initial number of months indicated in the Adoption Agreement will satisfy the month of eligibility service requirement when they complete 1,000 Hours of Service within the Eligibility Computation Period.





NOTE: If no eligibility service requirement is selected/or any contribution source, there will be no service requirement for such source. If more than one Year of Eligibility Service (Period of Service, if applicable) is selected in this Section Two, Part A for either Matching Contributions or Employer Profit Sharing Contributions, the immediate 100 percent vesting schedule in Section Four will automatically apply to such contribution source. Selecting more favorable eligibility requirements for Elective Deferrals than for Safe Harbor Contributions requires nondiscrimination testing under Treasury Regulation section 1.401(k)-1(b)(4) and 1.401(m)- l(b)(4).





3.
Age and Service Waivers
a.
Employees Employed as of the Effective Date
Will an Employee listed below (other than an Employee who either is part of an excluded class of Employees or is employed by a Related Employer of the Adopting Employer that does not participate in the Plan) and employed as of the Effective Date listed in Section One, Part A, of the Adoption Agreement who has not otherwise met the age and eligibility service requirements listed above be considered to have met those requirements as of the Effective Date and be eligible to become a Participant in the Plan in relation to the contribution source(s) selected below, as applicable, made pursuant to Section Three of the Adoption Agreement (select one)?
Option 1: o
Yes.
If Option 1 is selected, the waiver will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
Employees subject to the waiver (define classifications and prior employers):
Option 2: [ X ] Not applicable.
NOTE: If no option is selected, Option 2 will apply. If Option 1 is selected but no contribution source(s) is specified, all contribution sources available in the Plan on the Effective Date will be subject to the waiver. If Option 1 is selected but no Employees are specified, all Employees employed on the Effective Date will be subject to the waiver. This waiver may only be used when this Plan is first adopted.
b.
Employees Employed as of a Specified Date
Will an Employee listed below (other than an Employee who either is part of an excluded class of Employees or is employed by a Related Employer of the Adopting Employer that does not participate in the Plan) and employed on__
(specify a month, day, and year) who has not otherwise met the age and eligibility service requirements be considered to have met those requirements and be eligible to become a Participant in the Plan in relation to the contribution source(s) selected below, as applicable, made pursuant to Section Three of the Adoption Agreement (select one)
Option 1: o Yes.
If Option 1 is selected, the waiver will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
Employees subject to the waiver (define classifications and prior employers):
Option 2: [ X ] Not applicable.
NOTE: If no option is selected, Option 2 will apply. If Option 1 is selected but no date is specified, no additional age and eligibility service waivers will apply. If Option 1 is selected but no contribution source(s) is specified, all contribution sources available in the Plan on the specified date will be subject to the waiver. If Option 1 is selected but no Employees are specified, all Employees employed on the specified date will be subject to the waiver. This age and eligibility service waiver may be used either when this Plan is adopted or when the Plan is subsequently amended (e.g., to add one or more types of contributions, to add a previously excluded group of Employees).
c.
Mergers and Acquisitions
Will an Employee listed below (other than an Employee who either is part of an excluded class of Employees or is employed by a Related Employer of the Adopting Employer that does not participate in the Plan) and employed on
_ (specify a month, day, and year) who 1) became an Employee as a result of a merger with or acquisition of the prior employer(s) listed below, and 2) has not otherwise met the age and eligibility service requirements be considered to have met those requirements and be





eligible to become a Participant in the Plan in relation to the contribution source(s) selected below, as applicable, made pursuant to Section Three of the Adoption Agreement (select one)?
Option 1: o Yes.
If Option 1 is selected, the waiver will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
Employees subject to the waiver (define classifications and prior employers):
Option 2: [ X ] Not applicable.
NOTE: If no option is selected, Option 2 will apply. If Option 1 is selected but either no date and/or no Employees are specified, no additional age and eligibility service waivers will apply. If Option 1 is selected but no contribution source(s) is specified, all contribution sources available in the Plan on the specified date will be subject to the waiver. This age and eligibility service waiver may be used either when this Plan is adopted or when a merger or acquisition occurs. Waivers that include only certain Employees from certain prior employers may create testing implications under Code sections 401(a)(4) or 410(b).
Part B. Exclusion of Certain Classes of Employees
An Employee will be eligible to become a Participant in the Plan unless such Employee is (select all that apply):
[ X ] 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-percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in Treasury Regulation section 1.410(b)-9. For this purpose, the term "Employee representatives" does not include any organization in which more than half of the members are Employees who are owners, officers, or executives of the Employer.
If this exclusion is selected, it will apply to the following contributions (select all that apply):
[ X ] Elective Deferrals and Safe Harbor Contributions.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
[ X ] A nonresident alien (within the meaning of Code section 7701(b)(l)(B)) who received no earned income (within the meaning of Code section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)).
If this exclusion is selected, it will apply to the following contributions (select all that apply):
[ X ] Elective Deferrals and Safe Harbor Contributions.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
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.
If this exclusion is selected, it will apply to the following contributions (select all that apply):
o Elective Deferrals and Safe Harbor Contributions.





o Matching Contributions.
o Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
[ X ] A Leased Employee.
If this exclusion is selected, it will apply to the following contributions (select all that apply):
[ X ] Elective Deferrals and Safe Harbor Contributions.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
o A Highly Compensated Employee.
If this exclusion is selected, it will apply to the following contributions (select all that apply):
o Elective Deferrals and Safe Harbor Contributions.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
[ X ] Incorrectly determined not to be an Employee (e.g., erroneously classified as an independent contractor).
If this exclusion is selected, it will apply to the following contributions (select all that apply):
[ X ] Elective Deferrals and Safe Harbor Contributions.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
o Qualified Nonelective Contributions.
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 ] Other.
If this exclusion is selected, it will apply to the following contributions and groups of Employees (select all that apply):
[ 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





scheduled to work shall be invalid if any such Employee completes 1,000 Hours of Service during an Eligibility Computation Period.)


NOTE: Exclusions of Employees (other than statutorily excluded Employees under Code section 410(b)(3) and (4)) may result in the Plan needing to be amended to include enough Employees to pass the minimum coverage requirements under Code section 410(b).
Part C. Entry Dates
The Entry Dates will be (select all that apply):
[ X ] Immediately upon meeting age and eligibility service - The day the age and eligibility service requirements in Section Two, Part A, are satisfied.
If this Entry Date option is selected, it will apply to the following contributions (select all that apply):
[ X ] Elective Deferrals.
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
[ X ] Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
o Monthly - The first day of each month of the Plan Year.
If this Entry Date option is selected, it will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
o Quarterly - The first day of the Plan Year and the first day of the fourth, seventh, and tenth months of the Plan Year.
If this Entry Date option is selected, it will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
o Semi-Annually - The first day of the Plan Year and the first day of the seventh month of the Plan Year.
If this Entry Date option is selected, it will apply to the following contributions (select all that apply):
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.





o Qualified Nonelective Contributions.
o Annually - The first day of the Plan Year. (Refer to the "NOTE" at the end of this Part C for restrictions that may apply.)
If this Entry Date option is selected, it will apply to the following contributions (select all that apply) :
o Elective Deferrals.
o Matching Contributions.
o Employer Profit Sharing Contributions.
o Safe Harbor/QACA Safe Harbor Contributions.
o Qualified Nonelective Contributions.
o Other. (Refer to the "NOTE" at the end of this Part C for restrictions that may apply.)
If this Entry Date option is selected, it will apply to the following contributions and dates (select all that apply):
o Elective Deferrals (define Entry Date(s).)
o Matching Contributions (Define Entry Date(s).)
o Employer Profit Sharing Contributions (Define Entry Date(s).)


o Safe Harbor/QACA Safe Harbor Contributions (Define Entry Date(s).)


o Qualified Nonelective Contributions (Define Entry Date(s).)


NOTE: If no Entry Dates are specified for a contribution source, semi-annual Entry Dates will apply to such source. The "Annually" and "Other" Entry Date options can be selected only if the eligibility requirements and Entry Dates are coordinated such that each Employee will become a Participant in the Plan by the earlier of 1) the first day of the Plan Year beginning after the date the Employee satisfies the age and eligibility service requirements of Code section 410(a) and ERJSA section 202, or 2) six months after the date the Employee satisfies such requirements.
Part D. Service Required for Eligibility Purposes (Select one.)
Option 1: [ X ] The Hours of Service method of determining service applies. (May only be selected if one or two Years of Eligibility Service or a fractional year service with hours is required for any source in Part A above.) (Complete the following.)
(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 2: 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.





NOTE: If no option is selected and the Hours of Service method of determining service applies or if Option 1 is selected and no hours are specified, 1,000 and 500 will apply for (a) and (b), respectively.
Part E. Eligibility Computation Period
An Employee's Eligibility Computation Periods after their initial Eligibility Computation Period will be (select one):
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.



NOTE: If no option is selected, Option 1 will apply if the Hours of Service method of determining service applies and Option 3 will apply if the Elapsed Time method of determining service applies.





SECTION THREE: CONTRIBUTIONS
Complete Parts A through J
\
Part A. Elective Deferrals
1.
Authorization of Elective Deferrals
Will Elective Deferrals be permitted under this Plan (select one)?
Option 1: [ X ] Yes. (Complete the following.)
Will Roth Elective Deferrals be permitted under this Plan in addition to Pre-Tax Elective Deferrals?
Suboption (a): [ X ] Yes.
Suboption (b): o No.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: o No.
NOTE: If no option is selected, Option 1 will apply. Complete the relevant portions of the remainder of Part A only if Option 1 is selected.
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.
NOTE: If no option is selected, Option 4 will apply.
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.
NOTE: If no option is selected, Option 5 will apply.
NOTE: A Contributing Participant's combined Pre-Tax and Roth Elective Deferrals during their taxable year will not exceed the limit contained in Code section 402(g) in effect at the beginning of such taxable year. Unless specified otherwise in the Adoption Agreement, bonuses will be included in Compensation and will, therefore, be subject to a Participant's salary reduction agreement.
3.
Separate Deferral Election for Bonuses





Can a Contributing Participant make a separate deferral election to defer part or all of a bonus that will apply instead of the Contributing Participant's salary reduction agreement (select one)?
Option 1: o Yes.
Option 2: [ X ] No.
NOTE: If no option is selected or if bonuses are excluded from Compensation for Elective Deferrals in Section 6, item 5 of this Adoption Agreement, Option 2 will apply. Option 1 may only be selected if the Plan included bonuses in Compensation for Elective Deferrals in Section 6, item 5 of this Adoption Agreement. If Option 1 is selected and a Contributing Participant does not make a separate deferral election for a bonus, the Participant's salary reduction agreement will apply to the bonus.
4.
Catch-up Contributions
Will eligible Contributing Participants be permitted to make Catch-up Contributions pursuant to Plan Section 3.01(H) (select one)?
Option 1: [ X ] Yes.
Option 2: o No.
NOTE: If no option is selected, Option 1 will apply.
5.
Ceasing Elective Deferrals
A Contributing Participant may stop making Elective Deferrals prospectively by revoking a salary reduction agreement (select one):
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.)

NOTE : If no option is selected, Option 1 will apply.
6.
Return as a Contributing Participant After Ceasing Elective Deferrals
A Participant who ceases Elective Deferrals by revoking a salary reduction agreement may return as a Contributing Participant (select one):
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 subsequent month.
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.)
NOTE: If no option is selected, Option 1 will apply.
7.
Changing Elective Deferral Amounts
A Contributing Participant may modify a salary reduction agreement to prospectively increase or decrease the amount of their Elective Deferrals (select one):
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 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.)
NOTE: If no option is selected, Option 1 will apply.
8.
Claiming Excess Elective Deferrals
A Participant who claims Excess Elective Deferrals for the preceding calendar year must submit their claim in writing to the Plan Administrator by (select one):
Option 1: [ X ] March 1.
Option 2: o
Other. (Specify a date not later than April 15.)
NOTE: If no option is selected, Option 1 will apply. If Excess Elective Deferrals are not removed by April 15, they will be included in income both when contributed and when distributed and may be subject to a 10 percent early distribution penalty under Code section 72(t).
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.
NOTE: If no option is selected, Option 3 will apply. Complete item 10 only if Option 1 or 2 is selected.
b.
Tax Character of Elective Deferrals - ACA/EACA
How will amounts withheld from Compensation and contributed to the Plan as automatic Elective Deferrals under either an ACA or EACA be designated for tax purposes (select one)?
Option 1: [X]
Pre-Tax Elective Deferrals.
Option 2: o
Roth Elective Deferrals.
NOTE: If no option is selected, Option 1 will apply. Option 2 may only be selected if the Plan permits Roth Elective Deferrals under Part A of this Section.
10.
ACAs and EACAs
a.
New Employees
For an Employee who has met the eligibility requirements set forth in Section Two of the Adoption Agreement and who fails to provide the Employer a salary reduction agreement, will a portion of such Employee's Compensation be automatically withheld and contributed to the Plan as an Elective Deferral (select one)?
Option 1: [X] Yes, for Employees hired on or after the Effective Date.
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.
NOTE: If no option is selected, Option 1 will apply if an ACA or EACA provision is being added or changed. No portion of an Employees Compensation will be withheld until the date the Employee enters the Plan after having satisfied the eligibility requirements listed in the Adoption Agreement.
b.
Current Employees
If an ACA or EACA provision is being added to the Plan or an existing ACA or EACA provision is being changed, will automatic enrollment for Elective Deferrals apply to all Employees who have met the eligibility requirements and who fail to return a salary reduction agreement on or after the Effective Date, including those who met the eligibility requirements in the Adoption Agreement before the Effective Date (select one)?





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):
Option 5: [ X ] No.
NOTE: This section should not be completed if the provisions of an existing ACA or EACA are being included on a restated document with no changes made. If no option is selected, Option 5 will apply. If "No" is selected, the extension to six months/or making certain corrective distributions will not apply to a Plan with EACA.
c.
Initial Amount of Automatic Elective Deferral
The following percentage or amount of each Employee's Compensation will be automatically withheld each payroll and contributed to the Plan as an Elective Deferral if they have met the eligibility requirements and Option 1 or 2 was selected in item 9(a) above (select and complete one):
Option 1: [ X ]
_ 3 percent.
Option 2: o The greater of percent or the Participant's Elective Deferral rate in effect before being automatically enrolled.
Option 3: o $ _
NOTE: If no option is selected, Option 1 will apply and three-percent of Compensation will be withheld. Option 3 may not be selected for an EACA.
d.
Authorization of Automatic Elective Deferral Increase
Will Elective Deferrals be increased automatically each year for Employees who are automatically enrolled under an ACA or EACA (select one)?
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):
Option 4: o No.
NOTE: If no option is selected, Option 4 will apply. If the Plan intends to operate an EACA, the deferral increase amount above must be based on a percentage of Compensation.
e.
Timing of Automatic Elective Deferral Increases
If automatic increases are selected above, such increases will occur on the following dates (select one):
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: [ X ] Other. (Specify the dates that the automatic Elective Deferral increases will occur.)
On or around April 1
NOTE: If no option is selected, Option 1 will apply. For an EACA, Option 4 may only be selected if all Contributing Participants share a common annual review date, except as otherwise provided by the IRS. If Option 5 is selected, increases of automatic Elective Deferrals in an EACA must satisfy the uniformity rules in Treasury Regulation section 1.414(w)-1(b)(2).
NOTE: If Employees who are automatically enrolled are treated differently from Employees who are not automatically enrolled with regard to automatic increases, special testing may be required under Code section 401(a)(4).
11.
Qualified Automatic Contribution Arrangement (QACA)
a.
Authorization of QACA





Will the QACA provisions in Plan Section 3.01(F) apply (select one)?
Option 1: o
Yes.

Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply. Complete the remainder of this item 11 only if Option 1 is selected. If Option 1 is selected, the QACA provisions of the Plan will apply for the Plan Year and the provisions relating to the ADP or ACP test generally will not apply. Contribution provisions that are selected in addition to the options listed in this Part A, item 11 may subject the Plan to ADP, ACP, and top-heavy testing. If Option I is selected, the Plan generally must satisfy the QACA requirements of Code sections 401(k)(13) and 401(m)(12), including the notice requirement, for the entire Plan Year. If a QACA is eliminated during a Plan Year under Treasury Regulation section 1.401(k)-3(g), the Plan will be subject to provisions relating to the ADP and ACP tests, including restrictions on the selection of testing methods (e.g., current vs. prior-year).
b.
Tax Character of Elective Deferrals - QACA
How will amounts withheld from Compensation and contributed to the Plan as automatic Elective Deferrals under a QACA be designated for tax purposes (select one)?
Option 1: o
Pre-Tax Elective Deferrals.
Option 2: o
Roth Elective Deferrals.
NOTE: If no option is selected, Option 1 will apply. Option 2 may only be selected if the Plan permits Roth Elective Deferrals under Part A of this Section.
c.
QACA Elective Deferral Rates
i.
Standard Percentage
The following percentage of each Eligible Employee's Compensation will be automatically withheld each payroll and contributed to the Plan as an Elective Deferral if Option 1 was selected in item 1l(a) above and if an Eligible Employee does not timely return a salary reduction agreement (select an option and complete the blanks, if applicable):

 
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)
NOTE: If no option is selected, Option 1 will apply. The QACA Elective Deferral rate must be at least three percent of Compensation during the Initial Period and must be at least the minimum percentages described above for each subsequent period following the Initial Period until the Elective Deferral rate equals six percent.
ii.
Comparison Percentage
Will the Employer withhold and contribute to the Plan as an Elective Deferral the greater of the standard percentage as described in item (c) above or the Participant's Elective Deferral rate in effect before being automatically enrolled in the QACA (select one)?





Option 1: o
Yes.
Option 2: o
No.
NOTE: Option 1 should be selected if the Plan previously contained an automatic contribution arrangement. Notwithstanding the preceding, if no option is selected, Option 1 will apply and the QACA Elective Deferral rate will be the applicable percent described in item (c)(i) above or, if greater, the Elective Deferral rate in effect for a Participant immediately before being automatically enrolled in the QACA.
d.
Timing of QACA Increases
i.
Initial Period
Will QACA rate increases, if applicable, occur during the Initial Period (select one)?
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.
NOTE: If no option is selected, Option 6 will apply. The Employer may increase QACA Elective Deferral rates during the Initial Period but such increases are not required. Option 4 may only be selected if all Contributing Participants share a common annual review date, except as otherwise provided by the IRS. If Option 5 is selected, increases of automatic Elective Deferrals in a QACA must satisfy the uniformity rules in Treasury Regulation section 1.401(k)-3(j)(2).
ii.
Subsequent Periods
QACA rate increases following the Initial Period, if applicable, will occur on the following date (select one):
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.)
NOTE: If no option is selected, Option 1 will apply. Option 4 may only be selected if all Contributing Participants share a common annual review date, except as otherwise provided by the IRS. If Option 5 is selected, increases of automatic Elective Deferrals in a QACA must satisfy the uniformity rules in Treasury Regulation section 1.401(k)-3(j)(2).
e.
Participants Entitled to Receive QACA Safe Harbor Contributions
QACA Safe Harbor Contributions will be made on behalf of (select one):
Option 1: o
Each Eligible Employee who is a non-Highly Compensated Employee.
Option 2: o
All Eligible Employees.
NOTE: If no option is selected, Option 1 will apply.
f.
QACA ADP Test Safe Harbor Contribution
For the Plan Year, the Employer will make the following QACA ADP Test Safe Harbor Contributions to the Individual Account of each Eligible Employee, as described in item 11(e) above, in the amount of (select one):
Option 1: o
QACA Basic Matching Contribution.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.





Elective Deferral Percentage
Base Rate    Less than or equal to 1%
Matching Percentage 100%
Tier 2    Greater than 1, but less than or equal to 6%
Option 2: o
QACA Enhanced Matching Contribution.
Elective Deferral Percentage
50%    That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
Base Rate    Less than or equal to % (not less than one)

Matching Percentage _% (not less than 100)

Tier 2    Greater than _, but less than or equal to    %    % (if greater than six, ACP testing will apply)
NOTE: If the Plan is intended to also satisfy the QACA ACP Test Safe Harbor CODA rules regarding Matching Contributions, no Matching Contributions may be made on Elective Deferrals exceeding six-percent of Compensation.
Option 3: o
Other QACA Enhanced Matching Contribution.
Equal to the following percentage. (Specify a QACA Enhanced Matching Contribution formula that is at least as favorable as the QACA Basic Matching Contribution formula.)
Option 4: o
QACA Safe Harbor Nonelective Contribution.
_         (not less than three) percent of the Employee's Compensation for the Plan Year.

NOTE: If no option is selected, Option 1 will apply. Options 2 or 3, if selected, must be completed so that, at any rate of Elective Deferrals, the Matching Contribution is at least equal to the Matching Contribution that would be received if the Employer were making contributions under Option 1, but the rate of match cannot increase as Elective Deferrals increase.
g.
QACA ACP Test Safe Harbor Matching Contributions
NOTE: No additional contributions are required to satisfy the QACA requirements. The Employer may, however, make Matching Contributions other than those contributions made under item 11(f) above. To ensure that the Plan continues to satisfy the safe harbor provisions of a QACA, only the following additional Matching Contributions may be made (see the "NOTE" below for specific contribution limitations).
For the Plan Year will the Employer make QACA ACP Test Safe Harbor Matching Contributions to the Individual Account of each Eligible Employee, as described in item 11(e) above (select one)?
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.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
Elective Deferral Percentage
Less than or equal to    % (not more than six)

Matching Percentage    %






o
Two-Tiered Percentage of Contribution Match.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
Elective Deferral Percentage
Base Rate    Less than or equal to     %
Matching Percentage     ---- %
Tier 2     Greater than--- but less than or equal to     %     %

NOTE: The matching percentage for Tier 2 cannot exceed the matching percentage for the base rate. No Matching Contributions may be made on Elective Deferrals that exceed six-percent of Compensation.
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.
NOTE: The Elective Deferrals that are matched will be determined by the Employer for the year, but in no event can a Matching Contribution be made on Elective Deferrals that exceed six-percent of the Employee's Compensation. The total discretionary QACA ACP Test Safe Harbor Matching Contribution made to any Eligible Employee cannot exceed four-percent of the Employee's Compensation for the Plan Year. Matching Contributions made under the Plan that exceed these limitations will subject the Plan to ACP testing.
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.
NOTE: If no option is selected, Option 2 will apply. If Option 1 is selected and no contribution amount is selected, the Employer may make 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. If the Employer wishes to make Matching Contributions in addition to QACA ACP Test Safe Harbor Matching Contributions, the Matching Contributions section of the Adoption Agreement must be completed. Such contributions will be subject to ACP testing.
h.
Recipient Plan
The QACA Safe Harbor Contributions will be made to (select one):
Option 1: o
This Plan.
Option 2: o
Other plan. (Specify plan of the Employer.)
NOTE: If no option is selected, Option 1 will apply.
12.
Automatic Increase for Employees who are Not Automatically Enrolled or for Plans Without Automatic Enrollment
a.
Authorization to Increase Elective Deferrals Automatically
Will Elective Deferrals be increased automatically each year for Employees who are not automatically enrolled under items 10 or 11 above?
Option 1: o Yes, for Contributing Participants whose salary deferral agreements are below percent of Compensation. Increases will occur by percent per payroll once per year up to a maximum of percent.
Option 2: o Yes, for Contributing Participants whose salary deferral agreements are below
Increases will occur by: percent of Compensation.

Option 3: [ X ] No.
NOTE: If no option is selected, Option 3 will apply.
b.
Timing of Increasing Elective Deferrals Automatically
If automatic increases are selected in item 12(a) above, such increases will occur on the following dates (select one):





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.)
NOTE: If no option is selected, Option 1 will apply.
NOTE: If Employees who are automatically enrolled are treated differently from Employees who are not automatically enrolled with regard to automatic increases, special testing may be required under Code section 401(a)(4).
Part B.
Matching Contributions
NOTE: Employers that intend to maintain a QACA safe harbor plan or a Safe Harbor CODA plan, as defined in Plan Sections 3.01 or 3.03 that is not subject to ACP testing, must skip this Part Band complete either Part A, item 11 or Part C. Matching Contributions made under this Part B will be subject to ACP testing.
1.
Authorization of Matching Contributions
Will the Employer make Matching Contributions to the Plan on behalf of a Qualifying Contributing Participant (select one)?
Option 1:
o Yes, with respect to the following types of contributions (select all that apply):
o Pre-Tax Elective Deferrals.
o Roth Elective Deferrals.
o Nondeductible Employee Contributions.
Option 2:
[ X ] No.
NOTE: If no option is selected, Option 2 will apply. Complete the remainder of this Part B only if Option I is selected.
2.
Matching Contributions and Catch-up Contributions
Will Matching Contributions be made in accordance with the Matching Contribution formula specified in items 3 and 4 below, with regard to Catch-up Contributions (select one)?
Option 1: o
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
3.
Matching Contribution Formula
If the Employer selected to make Matching Contributions in item 1 above, then the amount of such Matching Contributions made on behalf of a Qualifying Contributing Participant each Plan Year will be equal to (select one):
Option 1: o
Discretionary Match.
That percentage of each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) which the Employer, in its sole discretion, determines. The amount, the allocation formula, and the percentage or dollar amount limit applicable to such match, if any, is at the complete and sole discretion of the Employer and may vary. Any Matching Contribution will be allocated in a nondiscriminatory manner based upon each Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contributions, if applicable).
Option 2: o
Percentage of Contribution Match.
That percentage of each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the Contributing Participant's rate of Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) as specified in the matching schedule below.
Elective Deferral Percentage
Less than or equal to_    %





Option 3: o
Two-Tiered Percentage of Contribution Match.
Matching Percentage
----%
That percentage of each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the Contributing Participant's rate of Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) as specified in the matching schedule below.
 
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.
An amount equal to a percentage of each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the Contributing Participant's rate of Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) as specified in the matching schedule below.
 
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.
An amount equal to a percentage of each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the number of such Contributing Participant's Years of
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.
Any Matching Contribution will be allocated in a nondiscriminatory manner based upon each Qualifying Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) which the Employer, in its sole discretion, determines for each separate location, or business classification. The amount, the allocation formula, and the percentage or dollar amount limit applicable to such match, if any, is at the complete discretion of the Employer and may vary for each location or business classification on a separate and individual basis.
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.)
NOTE: If no option is selected, Option 1 will apply. If Matching Contribution percentages in Option 1 or Options 3 through 7 above increase as the percent of a Contributing Participants Elective Deferral percentage increases (e.g., the Matching Contribution percentage in Tier 3 Is greater than the Matching Contribution percentage in Tier 2), special nondiscrimination testing under Code section 401(a)(4) may be necessary. If Option 7 is selected, the formula specified can only allow Matching Contributions to be made with respect to a Contributing Participants Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable). Matching Contributions in excess of 100 percent of a Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) will be subject to the additional ACP testing limits under Plan Section 3.02 and Treasury Regulation section 1.401(m)-2(a)(5).
4.
Supplemental Match





Will the Employer be permitted to make supplemental Matching Contributions, in an amount to be determined at the Employer's discretion, in addition to the Matching Contributions described in Part B, items 2 and 3 above (select one)?
Option 1: o
Yes.
If Option 1 is selected the supplemental Matching Contributions will be allocated to each Contributing Participant in accordance with the following Matching Contribution formula (select one):
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.)

Option 2: o No.
NOTE: If no suboption is selected, Suboption (a) will apply. Matching Contributions In excess of 100 percent of a Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) will be subject to the additional ACP testing limits under Plan Section 3.02 and Treasury Regulation section 1.401(m)-2(a)(5).
NOTE: If no option is selected, Option 2 will apply.
5.
Matching Contribution Limit
Notwithstanding the Matching Contribution formula(s) specified above, no Matching Contributions in excess of $.,.....,----or percent of a Contributing Participant's Compensation will be made with respect to any Contributing
Participant for any Plan Year. (Complete the applicable blank(s), if any.)
6.
Additional Conditions for Receiving Matching Contributions
A Contributing Participant will be a Qualifying Contributing Participant, and thus entitled to share in Matching Contributions for any Plan Year, only if the Participant has satisfied all of the eligibility requirements described in Section Two of this Adoption Agreement on at least one day of such Plan Year and satisfies the following additional condition(s) (select one):
Option 1: o
The following additional condition(s) apply (select all that apply):
o
Service Requirement. The Contributing Participant completes at least (complete one):
(not more than 1,000) Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or (not more than 12) months of service if the Elapsed Time method of determining service applies.
However, the condition will be waived for the following reason(s) (select all that apply):
o The Contributing Participant's death.
o The Contributing Participant's Termination of Employment after having incurred a Disability.
o The Contributing Participant's Termination of Employment after having reached Normal Retirement Age.
o The Contributing Participant's Termination of Employment after having reached Early Retirement Age.
o The Contributing 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. However, this condition will be waived for the following reason(s) (select all that apply):
o The Contributing Participant's death.
o The Contributing Participant's Termination of Employment after having incurred a Disability.
o The Contributing Participant's Termination of Employment after having reached Normal Retirement Age.
o The Contributing Participant's Termination of Employment after having reached Early Retirement Age.
o The Contributing Participant's Termination of Employment after having completed at least (complete one):
Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or    months of service if the Elapsed Time method of determining service applies.






Option 2: o
No additional conditions will apply.
NOTE: If no option is selected, Option 2 will apply. If the option for a service requirement is selected and no hours or months of service are specified, zero hours or months of service will apply.
Part C.    Safe Harbor CODA Contributions
1.
Application of Safe Harbor CODA
a.
Safe Harbor Provisions
Will the Safe Harbor CODA provisions of Plan Section 3.03 apply (select one)?
Option 1: [ X ] Yes.
Option 2: o No.
NOTE: If no option is selected, Option 2 will apply. Complete the remainder of this Part Conly if Option 1 is selected. If Option 1 is selected, the Safe Harbor CODA provisions of the Plan will apply for the Plan Year and the provisions relating to the ADP or ACP test generally will not apply. Contribution provisions that are selected in addition to the options listed in this Part C may subject the Plan to ADP, ACP, and top-heavy testing. If Option 1 is selected, the Plan generally must satisfy the Safe Harbor CODA requirements of Code sections 401(k)(12) and 401(m)(11), including the notice requirement for the entire Plan Year. If a Safe Harbor CODA is eliminated during a Plan Year under Treasury Regulation section 1.401(k)-3(g), the Plan will be subject to provisions relating to the ADP and ACP tests, including restrictions on the selection of testing methods (e.g., current vs. prior-year).
b.
Participants Entitled to Receive Safe Harbor CODA Contributions
Safe Harbor CODA contributions will be made on behalf of (select one):
Option 1: o Each Eligible Employee who is a non-Highly Compensated Employee.
Option 2: [ X ] All Eligible Employees.
NOTE: If no option is selected, Option 2 will apply.
2.
ADP Test Safe Harbor Contributions
For the Plan Year, the Employer will make the following ADP Test Safe Harbor Contributions to the Individual Account of each Eligible Employee, as described in item 1(b) above, in the amount of (select one):
Option 1: o
Basic Matching Contributions.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
 
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.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
 
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)
 
NOTE: If the Plan is intended to also satisfy the ACP Test Safe Harbor CODA rules regarding Matching Contributions, no Matching Contributions may be made on Elective Deferrals exceeding six-percent of Compensation.
Option 3: o
Other Enhanced Matching Contribution.
Equal to the following percentage. (Specify an Enhanced Matching Contribution formula that is at least as favorable as the Basic Matching Contribution formula.)
Option 4: o
Safe Harbor Nonelective Contributions.
(not less than three) percent of the Employee's Compensation for the Plan Year.






NOTE: If no option is selected, Option 1 will apply. Options 2 or 3, if selected, must be completed so that, at any rate of Elective Deferrals, the Matching Contribution is at least equal to the Matching Contribution that would be received if the Employer were making contributions under Option 1, but the rate of match cannot increase as Elective Deferrals increase.
3.
ACP Test Safe Harbor Matching Contributions
NOTE: No additional contributions are required in order to satisfy the Safe Harbor CODA requirements. The Employer may, however, make Matching Contributions other than Basic or Enhanced Matching Contributions. To ensure that the Plan continues to satisfy the Safe Harbor CODA requirements, only the following additional Matching Contributions may be made (see the "NOTE" below for specific contribution limitations).
For the Plan Year will the Employer make ACP Test Safe Harbor Matching Contributions to the Individual Account of each Eligible Employee, as described in item l(b) above (select one)?
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.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
Elective Deferral Percentage
Matching Percentage
Less than or equal to _% (not more than six)
%
o
Two-Tiered Percentage of Contribution Match.
That percentage of each Contributing Participant's Elective Deferrals determined by the rate of each Contributing Participant's Elective Deferrals as specified in the matching schedule below.
 
Elective Deferral Percentage
Matching Percentage
Base Rate
Less than or equal to _%
%
Tier 2
Greater than--- but less than or equal to %
%

NOTE: The matching percentage for Tier 2 cannot exceed the matching percentage for the base rate. No Matching Contributions will be made on Elective Deferrals that exceed six-percent of Compensation.
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.
NOTE: The Elective Deferrals that are matched will be determined by the Employer for the year, but in no event can a Matching Contribution be made on Elective Deferrals that exceed six-percent of the Employee's Compensation. In addition, the total discretionary ACP Test Safe Harbor Matching Contribution made to any Employee cannot exceed four-percent of the Employee's Compensation for the Plan Year. For example, the Employer could not choose a discretionary formula that provided a 25 cent Matching Contribution for every dollar deferred if the match were given on Elective Deferrals up to eight-percent of Compensation (this exceeds the six percent limitation on Elective Deferrals that can be matched). Neither could the Employer provide a discretionary dollar-for-dollar Matching Contribution on Elective Deferrals up to six-percent of Compensation (this exceeds the four-percent absolute limitation on a discretionary ACP Test Safe Harbor Matching Contribution).
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.
NOTE: If no option is selected, Option 2 will apply. If Option 1 is selected and no contribution amount is selected, the Employer may make a discretionary contribution that matches each Contributing Participants Elective Deferrals that do not exceed a permissible percentage of the Contributing Participants Compensation for the Plan Year. If the Employer wishes to make Matching Contributions in addition to ACP Test Safe Harbor Matching Contributions, Section Three, Part B, must be completed. Such contributions will be subject to ACP testing.
4.
Recipient Plan
The Safe Harbor Contributions will be made to (select one):
Option 1: [ X ]
This Plan.





Option 2: o
Other plan. (Specify plan of the Employer.)
NOTE: If no option is selected, Option 1 will apply.
Part D.    Employer Profit Sharing Contributions
1.
Authorization of Employer Profit Sharing Contributions
Will the Employer make Employer Profit Sharing Contributions to the Plan on behalf of Qualifying Participants (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply. Complete Part D, items 2 through 5 only if Option 1 is selected. Complete Part D, item 6 if the Plan intends to make Employer Prevailing Wage Contributions.
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.
NOTE: If no option is selected, Option 1 will apply.
3.
Allocation Formula
Employer Profit Sharing Contributions will be allocated to the Individual Accounts of Qualifying Participants 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 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.
NOTE: If no suboption is selected, Suboption (a) will apply.
The integration level will be (select one):
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.
Each Qualifying Participant's points for the Plan Year will be computed by adding the points determined under (a), (b) and (c) below (specify a number for each item):
(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
NOTE: If neither item (i) nor item (ii) is selected, item (ii) will apply.





(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:
Points = .01 x Compensation x allocation factor derived from the allocation factor tables set forth in Section Ten of the Adoption Agreement.
The pre-retirement and post-retirement interest rate used to calculate the annual Employer Profit Sharing Contribution will be (select one):
Suboption (a): o
7.5%
Suboption (b): o
8.0%
Suboption (c): o
8.5%
NOTE: If no suboption is selected, Suboption (c) will apply.
Step 2: Determine each Qualifying Participant's allocation through calculation of the following formula: Allocation = Points of Qualifying Participant Total Points of all Qualifying Participants x Employer Profit Sharing Contribution

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).
NOTE: If no suboption is selected, Suboption (a) will apply.
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.)
Allocation Group 1:
Allocation Group 2:
Allocation Group 3:
Allocation Group 4:
Allocation Group 5:
Allocation Group 6:
NOTE: If Suboption (b) is selected and no allocation groups are specified, each Qualifying Participant will constitute a separate allocation group. If more than six allocation groups are needed, complete a New Comparability Allocation Group(s) Attachment. The groups must be clearly defined in a manner that will not violate the definite predetermined allocation formula requirement of Treasury Regulation section 1.401-1(b)(l)(ii). The grouping of non-Highly Compensated Employees must be done in a reasonable manner and should reflect a reasonable classification in accordance with Treasury Regulation section 1.410(b)-4(b).
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.
NOTE: If no option is selected, Option 1 will apply. The amounts allocated will satisfy the minimum gateway requirements set forth in Plan Section 3.04(B)(10)(c) and will not exceed the limits imposed by Code section 415.
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
%
%
%
%
%
%

NOTE: If Option 6 is selected and no suboption is selected, Suboption (a) will apply. If Option 6 is selected, the Employer must provide the Plan Administrator or Trustee, if applicable, written instructions describing the portion of the Employer Profit Sharing Contribution to be allocated to each allocation group. The instructions must be provided no later than the Employer's tax return due date, including extensions, of the year for which the allocation is made. If Option 6 is selected, complete items A and B below.
A.
Interest Rate Assumption and Mortality Table:
The following assumptions will be used to calculate the equivalent benefit accrual rate:
1.
Interest Rate. The pre-retirement and post-retirement interest rate assumption will be (select one):
Option 1: o 7.5%.
Option 2: o 8.0%.
Option 3: o 8.5%.
NOTE: If no option is selected, Option 3 will apply.





2.
Mortality Table. The mortality table will be (select one):
Option 1: o UP-1984 Mortality Table.
Option 2: o 1983 Group Annuity Mortality Table (1983 GAM).
Option 3: o 1983 Individual Annuity Mortality Table (1983 IAM).
Option 4: o 1971 Group Annuity Mortality Table (1971 GAM). Option 5: o 1971 Individual Annuity Mortality Table (1971 IAM).
NOTE: If no option is selected, Option 1 will apply.

B.
Minimum Allocation Requirements
For purposes of satisfying the minimum allocation requirements the Plan will use the following method (select one):
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.
NOTE: If no option is selected, Option 3, Suboption (1) will apply. If Option 3 is selected and no suboption is selected, Suboption (1) will apply, if necessary.
NOTE: If no option is selected, Option 1 will apply. If Option 5 or Option 6 is chosen the Employer Profit Sharing Contribution allocation must pass nondiscrimination testing under Code section 401(a)(4). In the case of Self-Employed Individuals, the requirements of Treasury Regulation section 1.401(k)-1(a)(6) continue to apply, and a new comparability or age-weighted allocation method should not be such that a cash or deferred election is created for a Self-Employed Individual as a result of the allocation method.
4.
Supplemental Employer Profit Sharing Contribution
Will the Employer be permitted to make supplemental Employer Profit Sharing Contributions, in an amount to be determined from year to year at the Employer's discretion, in addition to the Employer Profit Sharing Contributions described in item 2 above (select one)?
Option 1: o
Yes.





If Option 1 is selected the supplemental Employer Profit Sharing Contributions will be allocated to each Qualifying Participant in accordance with the following Employer Profit Sharing Contribution formula (select one):
Suboption (a): o Discretionary Employer Profit Sharing Contribution. 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.
Suboption (b): o Other (specify):
NOTE: If Option 1 is selected under item 4 and no suboption is selected, Suboption (a) will apply.
Option 2: o No.
NOTE: If no option is selected, Option 2 will apply.
5.
Additional Conditions for Receiving Employer Profit Sharing Contributions
A Participant will be a Qualifying Participant, and thus entitled to share in the Employer Profit Sharing Contribution for any Plan Year, only if the Participant has satisfied all of the eligibility requirements described in Section Two of this Adoption Agreement on at least one day of such Plan Year and satisfies the following additional condition(s) (select one):
Option 1:
[X ] The following additional condition(s) apply (select all that apply):
[ X ]
Service Requirement. The Participant completes at least (complete one):
1000     (not more than 1,000) Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or (not more than 12) months of service if the Elapsed Time method of determining service applies.
However, the 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 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):
Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or months of service if the Elapsed Time method of determining service applies.
Option 2: o No additional conditions will apply.
NOTE: If no option is selected, Option 2 will apply. If the option for a service requirement is selected and no hours or months of service are specified, zero hours or months of service will apply.
6.
Contributions to Non-Highly Compensated Disabled Participants
Will a non-Highly Compensated Employee Participant who has incurred a Disability be entitled to an Employer Profit Sharing Contribution pursuant to Plan Section 3.04(B)(1) (select one)?
Option 1: o
Yes.
Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply.
7.
Employer Prevailing Wage Contributions
a.
Authorization of Employer Prevailing Wage Contributions
Will the Employer make Employer Prevailing Wage Contributions to the Plan on behalf of Participants with employment covered under a government contract (select one)?





Option 1: o
Yes.
Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply. Complete the remainder of this item 6 only if Option 1 is selected.
b.
Contribution Offset
Will the Employer Prevailing Wage Contributions offset any other Employer Profit Sharing Contribution to which the Participant may be entitled to under the Plan (select one)?
Option 1: o Yes.
Option 2: o No.
NOTE: If no option is selected, Option 1 will apply.
c.
Employer Prevailing Wage Contributions to Participants who are Highly Compensated Employees
Will Participants who are Highly Compensated Employees be entitled to Employer Prevailing Wage Contributions under the Plan (select one)?
Option 1: o
Yes.
Option 2: o No.
NOTE: If no option is selected, Option 1 will apply.
d.
Employer Prevailing Wage Contributions Designation
For purposes other than eligibility, vesting and allocation (e.g., testing and distribution eligibility), how will Employer Prevailing Wage Contributions be designated under the Plan (select one)?
Option 1: o
Qualified Nonelective Contributions.
Option 2: o
Employer Profit Sharing Contributions.
NOTE: If no option is selected, Option 1 will apply.
Part E. Qualified Nonelective Contributions
1.
Qualified Nonelective Contribution Formula
For each Plan Year, can the Employer contribute an amount to be determined from year to year as a Qualified Nonelective Contribution (select one)?
Option 1: o Yes.
Option 2: [ X ] No.
NOTE: If no option is selected, Option 2 will apply. Regardless of the selection made, the Employer may make a Qualified Nonelective Contribution to correct ADP or ACP testing failures if they otherwise meet the requirements to correct the failure using a Qualified Nonelective Contribution.
2.
Allocation of Qualified Nonelective Contributions
Allocation of Qualified Nonelective Contributions (other than those, if any, allocated pursuant to Plan Section 3.05 to satisfy nondiscrimination tests) will be made (select one):
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.
NOTE: If no option is selected, Option 1 will apply.
3.
Participants Entitled to Qualified Nonelective Contributions
a.
Participants Eligible for Qualified Nonelective Contributions
Qualified Nonelective Contributions (other than those, if any, allocated pursuant to Plan Section 3.05 to satisfy nondiscrimination tests) will be allocated to (select one):
Option 1: o
Non-Highly Compensated Employee Participants.





Option 2: o
All Participants.
NOTE: If no option is selected, Option 1 will apply.
b.
Additional Conditions for Receiving Qualified Nonelective Contributions
A Participant will be a Qualifying Participant, and thus eligible to share in the Qualified Nonelective Contribution for any Plan Year (other than those, if any, allocated pursuant to Plan Section 3.05 to satisfy nondiscrimination tests), only if the Participant has satisfied all of the eligibility requirements of Section Two of this Adoption Agreement on at least one day of such Plan Year and satisfies the following additional condition(s) (select one):
Option 1: o
The following additional condition(s) apply (select all that apply):
o
Service Requirement. The Participant completes at least (complete one):
(not more than 1,000) Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or (not more than 12) months of service, if the Elapsed Time method of determining service applies.

However, the condition will be waived for the following reason(s) (select all that apply):
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.
However, this condition will be waived for the following reason(s) (select all that apply):
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):
Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or    months of service, if the Elapsed Time method of determining service applies.
Option 2: o
No additional conditions will apply.
NOTE: If no option is selected, Option 2 will apply. If the option for a service requirement is selected and no hours or months of service are specified, zero hours or months of service will apply.
Part F. Qualified Matching Contributions
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.
NOTE: If no option is selected, Option 2 will apply.
b.
Qualified Matching Contributions
Qualified Matching Contributions, if made to the Plan, will be made with respect to (select all that apply):
[ X ] Pre-Tax Elective Deferrals.





[ X ] Roth Elective Deferrals.
o
Nondeductible Employee Contributions.
NOTE: If no option is selected, Qualified Matching Contributions will be made with respect to Pre-Tax Elective Deferrals and Roth Elective Deferrals.
c.
Qualified Matching Contribution Formula
If the Employer will make Qualified Matching Contributions, then the amount of such Qualified Matching Contributions made on behalf of a Qualifying Contributing Participant each Plan Year will be equal to (select one):
Option 1: o
Percentage of Contribution Match.
That percentage of each Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the Contributing Participant's rate of Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) as specified in the matching schedule below.
Matching Percentage
%
Elective Deferral Percentage Less than or equal to
%
Option 2: o
Two-Tiered Percentage of Contribution Match.

That percentage of each Contributing Participant's Elective Deferral (and/or Nondeductible Employee Contribution, if applicable) determined by the Contributing Participant's rate of Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) as specified in the matching schedule below.
 
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.)
NOTE: If no option is selected, Option 3 will apply. Matching Contributions in excess of 100 percent of a Contributing Participant's Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) will be subject to the additional ACP testing limits under Plan Section 3.06 and Treasury Regulation section 1.401(m)-2(a) (5).
2.
Qualified Matching Contribution Limit
Notwithstanding the Qualified Matching Contribution formula(s) specified above, no Qualified Matching Contributions in excess of $    or for any Plan Year. (Complete the applicable blank(s), if any.) or _ percent of a Contributing Participant's Compensation will be made with respect to any Contributing Participant
3.
Participants Entitled to Qualified Matching Contributions
a.
Contributing Participants Eligible for Qualified Matching Contributions
Qualified Matching Contributions, if made to the Plan, will be made on behalf of (select one):
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).
NOTE: If no option is selected, Option 1 will apply.
b.
Additional Conditions for Receiving Qualified Matching Contributions
A Contributing Participant will be a Qualifying Contributing Participant for purposes of Qualified Matching Contributions, and thus entitled to share in Qualified Matching Contributions for any Plan Year, only if the Participant has satisfied all of the requirements of Section Two on at least one day of such Plan Year and satisfies the following additional condition(s) (select one):
Option 1: o
The following additional condition(s) apply (select all that apply):





o
Service Requirement. The Participant completes at least (complete one):
(not more than 1,000) Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or    (not more than 12) months of service, if the Elapsed Time method of determining service applies.
However, this condition will be waived for the following reason(s) (select all that apply):
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.
However, this condition will be waived for the following reason(s) (select all that apply):
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):
Hours of Service during the Plan Year, if the Hours of Service method of determining service applies; or    months of service, if the Elapsed Time method of determining service applies.

Option 2: [ X ]
No additional conditions will apply.
NOTE: If no option is selected, Option 2 will apply. If the option for a service requirement is selected and no hours or months of service are specified, zero hours or months of service will apply.

Part G. Other Contributions
1.
Rollover Contributions
May an Employee make rollover contributions to the Plan pursuant to Plan Section 3.07 (select one)?
Option 1: o
Yes.
Option 2: [ X ]
Yes, unless such Employee is part of any excluded class of Employees.
Option 3: o Yes, but only after becoming a Participant.
Option 4: o No.
NOTE: If no option is selected, Option 2 will apply.
a.
Direct Rollovers
i.
Sources of Eligible Rollover Distributions
The Plan will accept Direct Rollovers of pre-tax Eligible Rollover Distributions from (select "Yes" or "No" to each of the following items):
1.
A qualified plan described in Code section 401(a) or 403(a).    [ X ] Yes o No
NOTE: If a box is not selected for this item, "Yes" will apply. If "Yes" is selected in item 1, above, complete the following:





Direct Rollover of Roth Elective Deferrals or Nondeductible Employee Contributions - Will the Plan accept the following as Direct Rollovers (select "Yes" or "No" to each of the following items)?
Nondeductible Employee Contributions. Roth Elective Deferrals.      [ X ] Yes o No
NOTE: "Yes" to Roth Elective Deferrals may be selected only if the Plan permits Roth Elective Deferrals under Part A of this Section. If a box is not selected for an item, "No" will apply for such item.
2.
An annuity contract described in Code section 403(b).    [ X ] Yes o No
NOTE: If a box is not selected/or this item, "Yes" will apply. If "Yes" is selected in item 2, above, complete the following:
Direct Rollover of Roth Elective Deferrals or Nondeductible Employee Contributions - Will the Plan accept the following as Direct Rollovers (select "Yes" or "No" to each of the following items)?
Nondeductible Employee Contributions.      o Yes [ X ] No
Roth Elective Deferrals.      [ X ] Yes o No
NOTE: "Yes" to Roth Elective Deferrals may be selected only if the Plan permits Roth Elective Deferrals under Part A of this Section. If a box is not selected for an item, "No" will apply for such item.
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
NOTE: If a box is not selected for this item, "Yes" will apply. If "Yes" is selected in item 3 above, complete the following:
Direct Rollover of Roth Elective Deferrals or Nondeductible Employee Contributions - Will the Plan accept the following as Direct Rollovers (select "Yes" or "No" to each of the following items)?
Nondeductible Employee Contributions.      o Yes [ X ] No
Roth Elective Deferrals.      [ X ] Yes o No

[ NOTE: "Yes" to Roth Elective Deferrals may be selected only if the Plan permits Roth Elective Deferrals under Part A of this Section. If a box is not selected for an item, "No" will apply for such item.
b.
Indirect Rollovers
i.
Sources of Eligible Rollover Distributions
The Plan will accept Indirect Rollovers of pre-tax Eligible Rollover Distributions from (select "Yes" or "No" to each of the following items):
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
NOTE: If a box is not selected for an item, "Yes" will apply for such item.
ii.
Indirect Rollover of Earnings on Roth Elective Deferrals
Will the Plan accept Indirect Rollover contributions of earnings on Roth Elective Deferrals (select one)?
Option 1: o
Yes.





Option 2: [ X]
No.
NOTE: Option 1 may be selected only if the Plan permits Roth Elective Deferrals under Part A of this Section. Indirect Rollover contributions may only consist of earnings attributable to Roth Elective Deferrals. If no option is selected, Option 2 will apply.
c.
Rollover Contributions from IRAs
Will the Plan accept rollover contributions of the pre-tax portion of a distribution from an individual retirement account or annuity described in Code section 408(a) or 408(b) that is eligible to be rolled over (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
2.
Nondeductible Employee Contributions
May a Contributing Participant make Nondeductible Employee Contributions pursuant to Plan Section 3.10 (select one)?
Option 1: o
Yes, but Nondeductible Employee Contributions will not be mandatory.
Option 2: o
Yes and Nondeductible Employee Contributions will be mandatory.
Option 3: [ X ] No.
NOTE: If no option is selected, Option 3 will apply.
Nondeductible Employee Contributions may commence on (must be on or after the Effective Date)    _

3.
Top-Heavy Contributions
a.
Minimum Allocation or Benefit
For any Plan Year with respect to which this Plan is a Top-Heavy Plan, any minimum allocation required pursuant to Plan Section 3.04(E) will be made (select one):
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.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: o
To the following plan maintained by the Employer:
(Describe below the extent, if any, lo which the lop-heavy minimum benefit requirement of Code section 416(c) and Plan Section 3.04(E) will be met in another plan. This should include the name of the other plan, the minimum benefit that will be provided under such other plan, and the Employees who will receive the minimum benefit under such other plan.)
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.)
NOTE: If no option is selected, Option 1 will apply.
b.
Participants Entitled to Receive Minimum Allocation
If any minimum allocation required pursuant to Plan Section 3.04(E) is not satisfied with other allowable contribution sources, the remaining minimum allocation required pursuant to Plan Section 3.04(E) will be allocated to the Individual Accounts of (select one):
Option 1: [ X ]
Participants who are not Key Employees.
Option 2: o
All Participants.
NOTE: If no option is selected, Option 1 will apply.
c.
Top-Heavy Ratio
For purposes of computing the top-heavy ratio as described in Plan Section 7.19(B), the Present Value of benefits under a defined benefit plan will be discounted only for mortality and interest based on the following (select one):
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):
\

NOTE: If no option is selected, Option 1 will apply.
Part H. ADP Testing Method
The testing method used for purposes of the ADP test under this Plan will be (select one):
Option 1: o
Prior-Year Testing Method.
Initial Plan Year ADP
If this is not a successor Plan, then for the first Plan Year that this Plan permits any Participant to make Elective Deferrals, the ADP for Participants who are non-Highly Compensated Employees will be (select one):
Suboption (a): o
3 percent.
Suboption (b): o
Such first Plan Year's ADP.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: [ X ]
Current-Year Testing Method.
NOTE: If no option is selected, Option 1 will apply unless the Adopting Employer elects to apply the QACA provisions of Section Three, Part A or the Safe Harbor CODA provisions of Section Three, Part C above, in which case Option 2 will apply. If the Adopting Employer elects to apply the QACA provisions of Section Three, Part A or the Safe Harbor CODA provisions of Section Three, Part C above, Option 2 must be selected. If Option 2 is selected or the current-year testing method currently applies for an existing Plan, the current-year testing method must continue to be used unless 1) the Plan has been using the current-year testing method for the preceding five Plan Years, or, if fewer, the number of Plan Years the Plan has been in existence, or 2) the Plan otherwise meets one of the conditions specified in the Treasury Regulations (or additional guidance issued by the Internal Revenue Service (IRS)) for changing from the current-year testing method. The current-year testing method may be selected for the ADP test even if prior-year testing is selected for the ACP test. However, if different, testing methods for the ADP and ACP tests are selected, the Plan cannot use recharacterization to correct Excess Contributions, take Elective Deferrals into consideration to satisfy the ACP test, or use Qualified Matching Contributions to satisfy the ADP test.
Part I. ACP Testing Method
The testing method used for purposes of the ACP test under this Plan will be (select one):
Option 1: o
Prior-Year Testing Method.
Initial Plan Year ACP
If this is not a successor Plan, then for the first Plan Year that this Plan permits any Participant to make Nondeductible Employee Contributions, provides for Matching Contributions or both, the ACP for Participants who are non-Highly Compensated Employees will be (select one):
Suboption (a): o
3 percent.
Suboption (b): o
Such first Plan Year's ACP.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: [ X ]
Current-Year Testing Method.
NOTE: If no option is selected, Option 1 will apply unless the Adopting Employer elects to apply the QACA provisions of Section Three, Part A or the Safe Harbor CODA provisions of Section Three, Part C above, in which case Option 2 will apply. If the Adopting Employer elects to apply the QACA provisions of Section Three, Part A or the Safe Harbor CODA provisions of Section Three, Part C above, Option 2 must be selected. If Option 2 is selected or the current-year testing method currently applies for an existing Plan, the current-year testing method must continue to be used unless 1) the Plan has been using the current-year testing method for the preceding five Plan Years, or, if fewer, the number of Plan Years the Plan has been in existence, or 2) the Plan otherwise meets one of the conditions specified in the Treasury Regulations (or additional guidance issued by the Internal Revenue Service (IRS)) for changing from the current-year testing method. The current-year testing method may be selected for the ACP test even if prior-year testing is selected for the ADP test. However, if different testing methods for the ADP and ACP tests are selected, the Plan cannot use recharacterization to correct Excess Contributions, take Elective Deferrals into consideration to satisfy the ACP test, or use Qualified Matching Contributions to satisfy the ADP test.





Part J. Benefit Accrual in the Case of Death or Disability Resulting from Qualified Military Service
Will the benefit accrual provisions under Code section 414(u)(9) apply to individuals who are unable to be reemployed on account of death or Disability while performing qualified military service as defined in Code section 414(u) (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 2 will apply.






SECTION FOUR: VESTING AND FORFEITURES
Complete Parts A through K

Part A. Vesting Schedule for Matching Contributions
A Participant will become Vested in the portion of their Individual Account derived from Matching Contributions (including ACP Test Safe Harbor Matching Contributions and QACA ACP Test Safe Harbor Matching Contributions), if applicable, made pursuant to Section Three of the Adoption Agreement as follows.
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%
NOTE: If no option is selected as of the first date on which such contributions may be made to the Plan, Option 1 will apply.
Part B. Vesting Schedule for Employer Profit Sharing Contributions
A Participant will become Vested in the portion of their Individual Account derived from Employer Profit Sharing Contributions, if applicable, made pursuant to Section Three of the Adoption Agreement as follows.
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%
NOTE: If no option is selected as of the first date on which such contributions may be made to the Plan, Option 1 will apply. A Participant with accrued benefits derived from Employer Profit Sharing 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 selected by the Employer in an amendment adopting provisions of the Pension Protection Act of 2006 (PPA). In addition, all Employer Profit Sharing





Contributions made to the Plan for Plan Years beginning before January 1, 2007, that were previously subject to a less favorable vesting schedule will be subject to the vesting schedule in effect after January 1, 2007, unless otherwise selected by the Employer in an amendment adopting provisions of PPA. Please list the pre-PPA vesting schedules, if applicable, on a Protected Benefits and Prior Plan Document Provisions Attachment.
Part C. Vesting Schedule for QACA ADP Test Safe Harbor Contributions
A Participant will become Vested in the portion of their Individual Account derived from QACA ADP Test Safe Harbor Contributions, if applicable, made to the Plan pursuant to Section Three of the Adoption Agreement as follows.
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%
 
NOTE: If no option is selected as of the first date on which such contributions may be made to the Plan, Option 1 will apply. QACA ACP Test Safe Harbor Matching Contributions made pursuant to Section Three will be Vested in accordance with the vesting provisions for Matching Contributions selected above. Even if the Plan does not allow for Matching Contributions, the Employer must indicate a vesting schedule for Matching Contributions above that will apply or the default vesting schedule (100 percent vesting) will apply to QACA ACP Safe Harbor Matching Contributions.
Part D. Measuring Period for Vesting
Years of Vesting Service will be measured over the following 12-consecutive month period (select one):
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.
NOTE: If no option is selected, Option 1 will apply if the Hours of Service method of determining service applies and Option 4 will apply if the Elapsed Time method of determining service applies.
Part E. Service Required for Vesting Purposes (Select one.)
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.
NOTE: If no option is selected and the Hours of Service method of determining service applies or if Option 1 is selected and no hours are specified, 1,000 and 500 will apply for items (a) and (b), respectively.
Part F. Exclusion of Service for Vesting
All of an Employee's Years of Vesting Service (Periods of Service, if applicable) with the Employer are counted to determine the Vested percentage in the Participant's Individual Account except (select all that apply):
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.





Part G. Fully Vested Under Certain Circumstances
Will an Employee be fully Vested under the following circumstances (select "Yes" or "No" to each of the following items)?
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
NOTE: If a box is not selected for an item, "Yes" will apply for such item.
Part H. Vesting in the Case of Disability Resulting from Qualified Military Service
Will vesting service be credited to individuals who are unable to be reemployed on account of Disability while performing qualified military service as defined in Code section 414(u) (select one)?
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.
NOTE: If no option is selected, Option 2 will apply. Regardless of which option is selected, individuals who are unable to be reemployed on account of death while performing qualified military service must be credited with Years of Vesting Service (Periods of Service, if applicable).
Part I. Allocation of Forfeitures of Matching Contributions
Forfeitures of Matching Contributions will be (select one):
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.
The Participants entitled to receive allocations of such Forfeitures will be (select one):
Suboption (a): o Qualifying Contributing Participants as defined for Matching Contributions in Section Three, Part B, item 6 of this Adoption Agreement.
Suboption (b): o Qualifying Participants as defined for Employer Profit Sharing Contributions in Section Three, Part D, item 4 of this Adoption Agreement.
Suboption (c): o All Participants.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: [ X ]
Applied to reduce Employer Contributions.
NOTE: If no option is selected, Option 2 will apply. Pursuant to Plan Section 3.04(C) and notwithstanding the election made above, the Employer may first apply Forfeitures to the payment of the Plan's administrative expenses in accordance with Plan Section 7.04 and/or the restoration of Participant's Individual Accounts pursuant to Plan Section 4.01(C)(3).
Part J. Allocation of Forfeitures of Excess Aggregate Contributions
Forfeitures of Excess Aggregate Contributions will be (select one):
Option 1: o
Allocated to the Individual Accounts of non-Highly Compensated Employees who are Qualifying Contributing Participant.
The allocation to such Participants' Matching Contribution account will be in the ratio that each applicable Qualifying Contributing Participant's Compensation for the Plan Year bears to the total Compensation of all applicable Qualifying Contributing Participants for such Plan Year.
Option 2: [ X ]
Applied to reduce Employer Contributions.
NOTE: If no option is selected, Option 2 will apply. Pursuant to Plan Section 3.04(C) and notwithstanding the election made above, the Employer may first apply Forfeitures to the payment of the Plan's administrative expenses in accordance with Plan Section 7.04 and/or the restoration of Participant's Individual Accounts pursuant to Plan Section 4.01(C)(3).
Part K. Allocation of Forfeitures of Employer Profit Sharing Contributions
Forfeitures of Employer Profit Sharing Contributions will be (select one):





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).
The Participants entitled to receive allocations of such Forfeitures will be (select one):
Suboption (a): o Qualifying Participants as defined for Employer Profit Sharing Contributions in Section Three, Part D, item 4 of this Adoption Agreement.
Suboption (b): o All Participants.
NOTE: If no suboption is selected, Suboption (a) will apply.
Option 2: [ X ]
Applied to reduce Employer Contributions.
NOTE: If no option is selected, Option 2 will apply. Pursuant to Plan Section 3.04(C) and notwithstanding the election made above, the Employer may first apply Forfeitures to the payment of the Plan's administrative expenses in accordance with Plan Section 7.04 and/or the restoration of Participant's Individual Accounts pursuant to Plan Section 4.01(C)(3).






SECTION FIVE: DISTRIBUTIONS AND LOANS
Complete Parts A through F

NOTE: Distribution options selected for Pre-Tax Elective Deferrals will apply to Qualified Nonelective Contributions, Qualified Matching Contributions, ADP Test Safe Harbor Contributions, QACA ADP Test Safe Harbor Contributions, and Employer Prevailing Wage Contributions designated as Qualified Nonelective Contributions, as applicable, unless otherwise limited under the Code and other legislative and regulatory guidance. Distribution options selected for Matching Contributions will apply to ACP Test Safe Harbor Contributions and QACA ACP Test Safe Harbor Contributions, as applicable. Distribution options selected for Employer Profit Sharing Contributions will apply to Employer Prevailing Wage Contributions designated as Employer Profit Sharing Contributions, as applicable.
Part A. Eligibility for Distributions
1.
Distributions Upon Termination of Employment
a.
Individual Account Balances Less Than or Equal to the Cashout Level
i.
Cashout Level for Terminated Participants
For purposes of applying the cashout rules in Plan Section 4.01(C)(1), the cashout level will be (select one):
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.
NOTE: If no option is selected, Option 2 will apply. A cashout level exceeding $1,000 will subject the Plan to the automatic rollover requirements of Code section 401(a)(31)(B) as described in Plan Section 5.01(B). If Option 5 is selected you may skip item (ii) below because the value of the Vested portion of the Participant's Individual Account must remain in the Plan until the Participant is entitled to, and requests (if required), a distribution. The value of a Participant's Vested Individual Account for purposes of determining the cashout level shall be determined by including rollover contributions.
b.
Individual Account Balances Exceeding Cashout Level
i.
Employee Has Not Reached Normal Retirement Age
Will an Employee who has not reached Normal Retirement Age be entitled to request a distribution of their Individual Account attributable to the following types of contributions upon incurring a Termination of Employment (select one)?
Option 1: [ X ]
Yes, with respect to the following contributions. (Select all that apply.)
o
Matching Contributions (if applicable).
[ X ] Employer Profit Sharing Contributions (if applicable).
Option 2: o No.
NOTE: If no option is selected, Option 1 will apply with regard to Matching Contributions and Employer Profit Sharing Contributions.
ii.
Severance from Employment
Will a Participant be entitled to request a distribution of their Individual Account attributable to Elective Deferrals on account of Severance from Employment pursuant to Plan Section 5.01(A)(2) (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
2.
Distributions During Employment
a.
In-Service Withdrawals
i.
In-Service Availability for Elective Deferrals In General





Will a Participant who has not incurred a Severance from Employment be entitled to request an in-service distribution of their Individual Account attributable to Elective Deferrals (select all that apply)?
[ X ] Yes, if he or she has attained age - (Must be at least age 59½. If no age is specified, age 59½ will apply.)
o
Yes, if he or she has attained Normal Retirement Age.
NOTE: If either box is selected above, select whether in-service distributions will be available from Pre-Tax and/or Roth Elective Deferrals (select all that apply).
[ X ] Pre-Tax Elective Deferrals.
[ X ] Roth Elective Deferrals.
NOTE: If a Participant is permitted to request an in-service distribution upon attainment of Normal Retirement Age, he or she must also be at least age 59½ to be eligible for the distribution. If in-service distributions are permitted and neither Pre-Tax nor Roth Elective Deferrals is selected, in-service distributions will be permitted from both Pre-Tax Elective Deferrals and Roth Elective Deferrals.
ii.
In-Service Availability for Elective Deferrals Due to Deemed Severance from Employment
Will a Participant who has not incurred a Severance from Employment but has incurred a Deemed Severance from Employment be entitled to request an in-service distribution of their Individual Account attributable to Elective Deferrals (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
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.
[ X ] Employer Profit Sharing Contributions.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply with respect to all Matching Contributions and Employer Profit Sharing Contributions.
 
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)





NOTE: Place an "x" or enter the specific criteria (e.g., age, years of participation) in each box, as applicable. A Participant need only satisfy the criteria in one of the rows to be eligible for an in-service distribution. If Option I applies and no selections or entries are made in the table above, Plan Section 5.01(C)(l) will apply in determining whether a Participant is entitled to an in-service distribution.
(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.
[ X ] Other. (Select and complete all that apply.)
o
Matching Contributions. (Specify the actual number that applies (e.g., one per Plan Year).)
[ X ] Employer Profit Sharing Contributions. (Specify the actual number that applies (e.g., one per Plan Year).)
one per Plan Year
NOTE: If in-service withdrawals are available under the Plan and no limits are specified above, a Participant may request an unlimited number of in-service withdrawals.
b.
Hardship Withdrawals
i.
Hardship Availability for Elective Deferrals
Will an Employee be entitled to request a hardship distribution of their Individual Account attributable to Elective Deferrals, not including any earnings attributable (select one)?
Option 1: [ X ]
Yes, with respect to the following Elective Deferrals (select all that apply):
[ X ] Pre-Tax Elective Deferrals.
[ X ] Roth Elective Deferrals.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply and hardship distributions will be available from both Pre-Tax and Roth Elective Deferrals. Hardship distributions of Elective Deferrals will result in a suspension of an Employee's Elective Deferrals (and Nondeductible Employee Contributions, if applicable) as described in Plan Section 5.01(C)(2)(b).
ii.
Hardship Availability for Matching Contributions and Employer Profit Sharing Contributions
Will an Employee be entitled to request a hardship distribution of their Individual Account attributable to Matching Contributions and Employer Profit Sharing Contributions (select all that apply)?
[ X ] Yes, with respect to the following contributions (select all that apply):
o Matching Contributions.
[ X ] 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 Matching Contributions.
o Employer Profit Sharing Contributions.
o
No.
NOTE: If no box is selected, an Employee will be entitled to request a hardship distribution with respect to all Matching Contributions and Employer Profit Sharing Contributions. If an Employee will be entitled to request a hardship distribution, complete the following:
How will hardship be defined for purposes of this section (select all that apply)?
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):
o     Matching Contributions.
o     Employer Profit Sharing Contributions.
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):
o     Matching Contributions.
o     Employer Profit Sharing Contributions.
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):
o Matching Contributions.
[ X ] Employer Profit Sharing Contributions.
NOTE: If no suboption is selected, Suboption (b) will apply to the option selected in item (b)(ii) above with regard to Matching Contributions and Employer Profit Sharing Contributions. Even if Suboption (a) or (b) is selected above, removal of Elective Deferrals on account of hardship under Section Five, Part A, item (2)(b)(i) above will result in a six month suspension of an Employee’s Elective Deferrals (and Nondeductible Employee Contributions, if applicable).
iii.
Hardship Availability Due to Beneficiary Hardship
If the Plan permits hardship distributions, will hardship distributions also be permitted because of a hardship incurred by the Primary Beneficiary of an Employee (select one)?
Option 1: o
Yes.
Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply.
3.
Miscellaneous Distribution Issues
a.
Withdrawals of Rollover Contributions
Will an Employee be entitled to request a distribution of their Individual Account attributable to rollover contributions at any time (select one)?
Option 1: [ X ] Yes.
Option 2: o
No.





NOTE: If no option is selected, Option 1 will apply. If Option 2 applies, the Plan's provisions governing distributions will apply according to Plan Sections 5.01(A)(1) and 5.01(D)(1)(a).
b.
Withdrawals of Elective Transfer Contributions
Will an Employee be entitled to request a distribution of their Individual Account attributable to elective transfer contributions at any time subject to the restrictions of Plan Section 5.01(D) (select one)?
Option 1: [ X ] Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply. If Option 2 applies, the Plan's provisions governing distributions will apply according to Plan Sections 5.01(A)(1) and 5.01(D)(1)(a).
c.
Disability
Will a Participant who has incurred a Disability be entitled to request a distribution of their Individual Account attributable to the following contribution sources (select one)?
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.
Option 2: [ X ] No.
NOTE: If no option is selected, Option 1 will apply. If Option 1 applies and no contribution source is selected, distributions will be permitted from all contribution sources.
d.
Qualified Reservist Distributions
Will a Participant be entitled to request a qualified reservist distribution (as described in Plan Section 5.01(C)(3)) of their Individual Account attributable to Elective Deferrals (select one)?
Option 1: [ X ] Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
e.
Permissible Withdrawals of EACA or QACA Elective Deferrals
i.
Authorization of Permissible Withdrawals
Will a Participant be entitled to request a distribution of their Individual Account attributable to Elective Deferrals and the earnings attributable to such Elective Deferrals during the period described in item (ii) below (select one)?
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.
NOTE: If no option is selected, Option 1 will apply. Complete the remainder of this item (e) only if Option 1 or 2 is selected.
ii.
Permissible Withdrawal Period
A Participant's election to make a permissible withdrawal must be made within (select one):
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.
NOTE: If no option is selected, Option 1 will apply. If Option 4 is selected and no number is specified, 30 days will apply.





Part B. Form of Distribution
1.
Involuntary Cashout Distributions Upon Termination of Employment
Involuntary cashout distributions of $1,000 or less that are Eligible Rollover Distributions and are made to terminated Participants that do not elect a form of distribution will, pursuant to Plan Section 5.01(B)(1), be (select one):
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)).
NOTE: If no option is selected, Option 1 will apply.

2.
Voluntary Distributions
a.
Lump Sum
Will a Participant be entitled to request a payment of the Vested portion of their Individual Account in a lump sum, subject to Plan Section 5.02 (select one)?
Option 1: [ X ] Yes.
Option 2: o
No.
NOTE: If no option is selected Option 1 will apply.
b.
Partial Payments
Will a Participant be entitled to request a non-recurring partial payment from the Vested portion of their Individual Account, subject to Plan Section 5.02 (select one)?
Option 1: o
Yes.
Option 2: [ X ] No.
NOTE: If no option is selected Option 1 will apply. Partial payments may be made from the Plan either prior to Termination of Employment or to satisfy the requirements of Code section 401(a)(9) even if Option 2 applies.
c.
Installment Payments
Will a Participant be entitled to request a series of regularly scheduled recurring payments from the Vested portion of their Individual Account, subject to Plan Section 5.02 (select one)?
Option 1: o
Yes.
Option 2: [ X ] No.
NOTE: If no option is selected Option 1 will apply.
d.
Annuity Contracts
Will a Participant be entitled to apply the Vested portion of their Individual Account toward the purchase of an annuity contract, subject to Plan Section 5.02 (select one)?
Option 1: o
Yes.
Option 2: [ X ] No.
NOTE: If no option is selected Option 1 will apply.
NOTE: Option 1 must be selected for at least one of items (a) through (d) in Part B, item 2 above. If this Plan is restating a Prior Plan Document, the forms of distribution under this Plan must generally be at least as favorable as under the Prior Plan Document.
Part C. Timing of Distributions
1.
Death, Disability or Attainment of Normal Retirement Age
If a Participant dies, incurs a Disability or attains Normal Retirement Age, and a distributable event has occurred, distributions will commence as soon as administratively feasible following (select one):
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.
NOTE: If no option is selected, Option 1 will apply. A Participant's request for a distribution must be accompanied by their Spouse's consent (if required) as prescribed in Plan Section 5.10.
2.
Termination of Employment or Severance from Employment
If a Participant has a Termination of Employment or Severance from Employment, and a distributable event has occurred, distributions will commence as soon as administratively feasible following (select one):
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.
NOTE: If no option is selected, Option 1 will apply. A Participant's request for a distribution must be accompanied by their Spouse's consent (if required) as prescribed in Plan Section 5.10.
Part D. Beneficiary Required Minimum Distributions
1.
Election to Apply Five-Year Rule to Distributions to Designated Beneficiaries
Will Designated Beneficiaries be required to take distributions according to the five-year rule (select one)?
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.
NOTE: If no option is selected, Option 2 will apply. If Option 1 in Part D, item 1 above is selected, Option 2 in Part D, item 2 must be selected.
If applicable, this item 1 will apply to (select one):
Suboption (a): o
All distributions.
Suboption (b): o The following distributions (specify):

NOTE: If no suboption is selected, Suboption (a) will apply.
2.
Election to Permit Beneficiaries to Elect Five-Year Rule
Will Designated Beneficiaries be permitted to elect, on an individual basis, whether the five-year rule or the life expectancy rule applies (select one)?
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.
NOTE: If no option is selected, Option 1 will apply.
Part E. Retirement Equity Act Safe Harbor
1.
Retirement Equity Act Safe Harbor
Will the safe harbor provisions of Plan Section 5.10(E) apply (select one)?
Option 1: [ X ] Yes.





Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply.
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.)
The survivor annuity portion of the Qualified Joint and Survivor Annuity will be a percentage equal to percent (at least 50, but not more than 100) of the amount paid to the Participant before their death.
NOTE: If no percentage is specified, the survivor annuity portion of the Qualified Joint and Survivor Annuity will be equal to 50 percent.
Part F. Loans
Will a Participant be entitled to request a loan pursuant to Plan Section 5.16 (select one)?
Option 1: [ X ] Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 2 will apply.
NOTE: Generally, Code section 411(d)(6) prohibits the elimination of protected benefits. Protected benefits include the timing of payout options. If the Plan is restating a Prior Plan Document that permitted a distribution option described above that involves the timing of a distribution, the selections must generally be at least as favorable as under the Prior Plan Document. Certain forms of distributions (e.g., redundant forms of distribution) may, however, be eliminated. Refer to Code section 411(d)(6) and the corresponding Treasury Regulation for details pertaining to the elimination of otherwise protected benefits. Note that ADP Test Safe Harbor Contributions and QACA ADP Test Safe Harbor Contributions may not be distributed earlier than Severance from Employment, death, Disability, an event described in Code section 401(1)(l0), or, in the case of a profit sharing plan, the attainment of age 59½.


SECTION SIX: DEFINITIONS
Complete Parts A through J
Part A. Compensation for Allocation and Other General Purposes
NOTE: Compensation/or ADP Test Safe Harbor Contributions and QACA ADP Test Safe Harbor Contributions follows the definition of Compensation applicable to Elective Deferrals. Compensation for ACP Test Safe Harbor Matching Contributions and QACA ACP Test Safe Harbor Matching Contributions follow the definition of Compensation applicable to Matching Contributions. If the Safe Harbor CODA or QACA provisions of the Plan apply, such definitions must be reasonable definitions within the meaning of Treasury Regulation section l.414(s)-1(d)(2), must not discriminate in favor of Highly Compensated Employees pursuant to Treasury Regulation section 1.414(s)-1(d)(3) and must permit each Participant to elect sufficient Elective Deferrals to receive the maximum amount of Matching Contributions available to the Participant under the Plan.
1.
Base Definition
Compensation will mean all of each Participant's (Select one for each contribution source. If a contribution source listed below is not available in the Plan, select "Not applicable" for such source.):
 
Elective Deferrals
Matching Contributions
Employer Profit Sharing Contributions
Not applicable.
 
 
 
W-2 Wages.
 
 
 
3401(a) Wages.
 
 
 
415 Safe-Harbor Compensation.
 
NOTE: If no box is selected for a contribution source, W-2 wages will apply to such source.
2.
Determination Period
Compensation will be determined over the following applicable period (Select one for each contribution source. If a contribution source listed below is not available in the Plan, select "Not applicable" for such source.):





 
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)
 
 
 
NOTE: If no box is selected for a contribution source, Plan Year will apply to such source.
3.
Pre-Entry Date Compensation
Unless a different definition of Compensation is required by either the Code or ERISA, for the Plan Year in which an Employee enters the Plan, the Employee's Compensation that will be taken into account for purposes of the Plan will be (Select one for each contribution source. If a contribution source listed below is not available in the Plan, select "Not applicable" for such source.):
 
Elective Deferrals
Matching Contributions
Employer Profit Sharing Contributions
Not applicable.
 
 
Compensation from Entry Date.
 
 
 
Compensation for the full Determination Period.
 
NOTE: If no box is selected for a contribution source, Compensation from Entry Date will apply to such source.
4.
Inclusion in Compensation
a.
Elective Deferrals
Will Compensation include Employer Contributions made pursuant to a salary reduction agreement that are not includible in the gross income of the Employee under Code sections 125 (cafeteria plans), 132(t)(4) (transportation fringe benefits), 402(e)(3) (401(k) plans), 408(k) (salary deferral SEP plans), 403(b) (tax sheltered annuity plans), 414(h) (governmental pick-up plans), and 457 (deferred compensation plans of state and local governments and tax-exempt organizations) (select "Yes" or "No" for each of the following contribution sources)?
Elective Deferrals.     [ X ] Yes      o No
Matching Contributions.     o Yes     o No
Employer Profit Sharing Contributions.     [ X ] Yes    o No
NOTE: If a box is not selected for a contribution source, "Yes" will apply for such contribution source, if applicable.
b.
Deemed 125 Compensation
Will Compensation include deemed Code section 125 compensation (select one)?
Option 1: o Yes.
Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply.
5.
Exclusion from Compensation
a.
General Exclusions
Compensation will exclude the following (select all that apply, if a contribution source is not available under the Plan, select "Not applicable" for such source):





 
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
 
NOTE: If a box is not selected for a contribution source, such item will be included in Compensation for such contribution source, if applicable. No exclusions from Compensation other than item (f) above are permitted with respect to Employer Profit Sharing Contributions if the integrated allocation formula in Section Three, Part D, item 3 is selected. If any items are excluded other than item (f) above, the definition of Compensation may not be a safe harbor alternative definition of compensation and may be subject to nondiscrimination testing under Code section 414(s).
b.
Post-Severance Compensation
In addition to any adjustments to Compensation selected above, will Compensation exclude the following (Select "Yes" or "No" for each of the following compensation sources.)?
Leave cashouts paid after Severance from Employment.     [ X ] Yes     o No
Deferred compensation paid after Severance from Employment.     [ X ] Yes     o No
NOTE: If a box is not selected for a compensation source, "Yes" will apply for the source, if applicable.
Disability
For purposes of this Plan, Disability will mean (select one):
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.
NOTE: If no option is selected, Option 1 will apply.
Part C. Highly Compensated Employee
1.
Top Paid Group Election
For purposes of determining who is a Highly Compensated Employee under the Plan, will the top paid group election apply (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 2 will apply.
2.
Calendar Year Data Election
If the Plan Year is a non-calendar year, for purposes of determining who is a Highly Compensated Employee (other than a five-percent owner) under the Plan, will the calendar year data election apply (select one)?
Option 1: o
Yes.





Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply. If the Plan Year is a calendar year, the Highly Compensated Employee determination will be based on the prior calendar year.
Part D. Method of Determining Service
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 (b): [ X ] Equivalency days worked. An Employee will be credited with 10 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 day.
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 ( d): o Equivalency - semi-monthly payroll periods worked. An Employee will be credited with 95 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 semi-monthly payroll period.
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.
NOTE: If no option is selected, Option 2 will apply. If Option 2 applies and no suboption is selected, Suboption (a) will apply.
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 (b): [ X ] Equivalency - days worked. An Employee will be credited with 10 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 day.
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 ( d): o Equivalency - semi-monthly payroll periods worked. An Employee will be credited with 95 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 semi-monthly payroll period.
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.
NOTE: If no option is selected, Option 2 will apply. If Option 2 applies and no suboption is selected, Suboption (a) will apply.
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 (b): [ X ] Equivalency - days worked. An Employee will be credited with 10 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 day.
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 ( d): o Equivalency - semi-monthly payroll periods worked. An Employee will be credited with 95 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 semi-monthly payroll period.
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.
NOTE: If no option is selected, Option 2 will apply. If Option 2 applies and no suboption is selected, Suboption (a) will apply.
Part E. Limitation Year Means (Select one)
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.)


NOTE: If no option is selected, Option 1 will apply.
Plan F. Plan Year Means (Select one.)
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.)


NOTE: If no option is selected, Option I will apply.
If the initial Plan Year or any subsequent Plan Year is less than 12 months (a short Plan Year), specify such Plan Year's beginning and ending dates.
Part G. Predecessor Employer Service
In addition to the service credited when an Employer maintains the plan of a predecessor employer, service with a predecessor employer will be credited for the following purposes where the Employer does not maintain the plan of a predecessor employer (select all that apply):
[ X ] Eligibility.
[ X ] Vesting.
[ X ] Allocation of Contributions.
Name of Predecessor Employer(s):
Reliance Insurance Company: Global Financial Advisors Inc.: Clayton Holdings LLC. and its subsidiaries









If service with a predecessor is taken into account for one or more of the items listed above, specify any additional limitations on crediting service that apply (e.g., limitations by business classification, length of service):


Part H. Required Beginning Date
For purposes of determining when minimum distributions must begin to be made to each Participant, the Required Beginning Date will mean (select one):
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.
NOTE: If no option is selected, Option 3 will apply. Option 3 above may only be selected if (i) it corresponds to an amendment previously made to the Plan pursuant to Treasury Regulation section 1.411(d)-4, Q&A-10(b), or (ii) it does not eliminate an age 70½ distribution option, as described in the preceding Treasury regulation, because either (A) the Plan is a new plan or (B) Suboption (a) below is checked or the Plan already offers a pre-retirement distribution option at least as generous as Suboption (a) below.
(if Option 3 is selected, choose one or more of the following suboptions.)
Suboption (a): [ X ] Any Participant (other than a five-percent owner of the Employer) attaining age 70½ in years after 1995 may elect by April 1 of the calendar year following the year in which the Participant attained age 70½ (or by December 31, 1997, in the case of a Participant attaining age 70½ in 1996) to defer distributions until the calendar year following the calendar year in which the Participant retires. An election to defer distributions will be deemed made by a Participant who does not request a minimum distribution by April 1 of the year following the year in which the Participant attains age 70½.
Suboption (b): [ X ] Any Participant (other than a five-percent owner) attaining age 70½ in years before 1997 may elect to stop distributions and recommence by April 1 of the calendar year following the year in which the Participant retires. There is (select one):
(i)
o     a new annuity starting date upon recommencement.
(ii)
[ X ]     no new annuity starting date upon recommencement.
NOTE: If neither item (i) nor item (ii) is selected, item (ii) will apply.
NOTE: If no suboption(s) is selected, Suboptions (a) and (b) will apply. Suboption (b) above may only be selected if it corresponds to an amendment previously made to the Plan pursuant to IRS Notice 97-75 Q&As 7 and 8.
Part I. Retirement Age
1.
Early Retirement Age
The Early Retirement Age under the Plan will be (select one):
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).
NOTE: If no option is selected, Option 1 will apply.
2.
Normal Retirement Age
The Normal Retirement Age under the Plan will be (select and complete one):

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.





NOTE: If no option is selected, Option 1 and age 59½ will apply.
3.
Valuation Date
The Plan Valuation Date will be (select one):
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.)
Each business day the New York Stock Exchange is open for trading


NOTE: If no option is selected, Option 2 will apply.
SECTION SEVEN: MISCELLANEOUS
Complete Parts A and B


Part A. Life Insurance
Will life insurance investments be permitted under the Plan (select one)?
Option 1: o Yes.
Option 2: [ X ]
No.
NOTE: If no option is selected, Option 2 will apply.
Part B. Participant Direction
1.
Authorization
Will a Participant be responsible for directing any or all of the investment of their Plan assets pursuant to Plan Section 7.22(B) (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: If no option is selected, Option 1 will apply. Complete the remainder of Part B only if Option 1 is selected.
2.
Accounts Subject to Participant Direction
A Participant will be responsible for directing the following portions of their Individual Account (select one):
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).)
NOTE: if no option is selected, Option 1 will apply. The Participant direction option selected for Elective Deferrals will apply to Qualified Nonelective Contributions, Qualified Matching Contributions, ADP Test Safe Harbor Contributions, QACA ADP Test Safe Harbor Contributions, and Employer Prevailing Wage Contributions designated as Qualified Nonelective Contributions, as applicable. The Participant direction option selected for Matching Contributions will apply to ACP Test Safe Harbor Contributions and QACA ACP Test Safe Harbor Contributions, as applicable. The Participant direction options selected for Employer Profit Sharing Contributions will apply to Employer Prevailing Wage Contributions designated as Employer Profit Sharing Contributions, as applicable.
3.
Frequency of Investment Changes
A Participant may make changes to the investments within their Individual Account with the following frequency (select one):
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.)
NOTE: If no option is selected, Option 1 will apply. The Plan's Valuation Dates must be at least as often as the frequency selected above.
4.
ERISA 404(c) Compliance
Does the Adopting Employer intend to operate this Plan in compliance with the requirements pertaining to Participant direction of investment in ERISA section 404(c) as set forth in Plan Section 7.22(B) (select one)?
Option 1: [ X ]
Yes.
Option 2: o
No.
NOTE: if no option is selected, Option 1 will apply.


Complete Paris A and B as applicable
SECTION EIGHT: TRUSTEE AND CUSTODIAN

Part A. Trustee
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)).
NOTE: If Suboption (b) is selected, a Custodian must be named in Part B below.
b.
Type of Trustee





Will the Trustee of this Plan be a Directed or Discretionary Trustee (select one)?
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
If a Trustee is designated in Part A, item I above, which trust agreement will apply to the Plan (select one)?
Option 1: [ X ]
Trust provisions contained in Plan Section Eight.
Option 2: o
Separate executed trust agreement attached hereto.
NOTE: If no option is selected, Option 1 will apply. If Option 2 is selected, the attached trust agreement must be on file with the IRS for use by the Prototype Document Sponsor listed in Section Nine below.





Part B. Custodian (Both a Custodian and Trustee may be appointed for the Plan. This Part B must be completed if the Plan is exempt from the Trustee requirements under ERISA section 403 and neither a Trustee nor an Insurer is appointed in Part A, item 1 above.)
1.
Custodian Appointment
Financial Organization
Address Name (type or print) Title
Signature
 
 
 

2.
Custodial Agreement
If a Custodian is designated in Part B, item 1 above, which custodial agreement will apply to the Plan (select one)?
Option 1: o
Custodial provisions contained in Plan Section Eight.
Option 2: o
Separate executed custodial agreement attached hereto.
NOTE: If no option is selected, Option 1 will apply. If Option 2 is selected and the separate custodial agreement is being used in place of a trust agreement under Code section 401(f), the attached custodial agreement must be on file with the IRS for use by the Prototype Document Sponsor listed in Section Nine below.


SECTION NINE: EMPLOYER SIGNATURE
Prototype Document Sponsor
Name of Prototype
Document Sponsor    Vanguard Fiduciary Trust Company
Address    P.O. Box 1793, Valley Forge, PA 19482
Telephone    800-523-1188
Plan Administrator
o Check here and provide the applicable information below if someone other than the Adopting Employer will be the Plan Administrator.
Name of Plan Administrator
 
 
 
Address
 
 
 
 
 
 
 
City
State
Zip
Telephone
Name (type or print)
 
 
 
 
 
 
 
Signature of Plan Administrator
Date Signed
 
 

Check the applicable box if there is an attachment(s) that applies to this Plan other than a separate trust or custodial agreement.
[ 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.
Authorized Employer Signature
I am an authorized representative of the Adopting Employer named above and I state the following:
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.


Signature of Adopting Employer
Type Name
Title    


NOTE: The Adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code section 401 only to the extent provided in Revenue Procedure 2011-49. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Revenue Procedure 2011-49. In order to have reliance in such cirC11mstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. This Adoption Agreement may be used only in conjunction with Basic Plan Document #03.


SECTION TEN: ALLOCATION FACTOR TABLES
Employers selecting the age-weighted formula in the Adoption Agreement for purposes of allocating Employer Profit Sharing Contributions will use the following tables in determining the allocation factor.

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
*Based on the UP 1984 Mortality Table Testing Age 65







PROTECTED BENEFITS AND PRIOR PLAN DOCUMENT PROVISIONS ATTACHMENT
This attachment may be used by an Adopting Employer to document protected benefits and other Prior Plan Document provisions that apply to some or all of the assets of the Adopting Employer's Plan.

ADOPTING EMPLOYER PLAN INFORMATION



Name of Adopting Employer Radian Group Inc.    Name of Plan Radian Group Inc. Savings Incentive Plan
Plan Sequence Nurnber_00l    Trust Identification Number (if applicable)     Account Number_093614

PR0TECTED BENEFITS AND PRIOR PLAN DOCUMENT PROVISIONS


Provision 1:
Section Five:
Distributions and Loans : Participants of the former Enhance Financial Services Group, Inc. 401(k) Savings Plan can withdrawal matching contributions transferred from the Enhance Plan at any time.
Prior Matching Contributions (non-safe harbor) are available for in-service withdrawal at Age 59 1/2 and hardship.
Prior to January 1, 1994, the Plan permitted participants to make after-tax contributions to the Plan. A Participant may request a withdrawal from their after-tax account at any time, limited to one per calendar year.
Source of Provision (e.g., plan name and sequence number, good faith amendment):
Enhance Financial Services Group, Inc. 401(k) Savings Plan
Radian Group Inc. Savings Incentive Plan

Provision 2:
Section Six:
Definitions :
Early Retirement Age: With respect to assets transferred from the Clayton Holdings LLC 401(k) Plan, the early retirement age is age 55 and three (3) Years of Service.
Normal Retirement Age: With respect to assets transferred from the Clayton Holdings LLC 401(k) Plan, the normal retirement age is age 59 1/2.
Source of Provision (e.g., plan name and sequence number, good faith amendment):
Clayton Holdings LLC 401(k) Plan

Provision 3:
Source of Provision (e.g., plan name and sequence number, good faith amendment):

























Qualified Retirement Plan and Trust
Defined Contribution Basic Plan Document 03




TABLE OF CONTENTS




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



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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



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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



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(continued)


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



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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



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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
    





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QUALIFIED RETIREMENT PLAN AND TRUST
Defined Contribution Basic Plan Document 03
DEFINITIONS
When used in the Plan with initial capital letters, the following words and phrases will have the meanings set forth below unless the context indicates that other meanings are intended.
2009RMD
Mean is a required minimum distribution that would have been distributed to a Participant or Beneficiary for 2009 but for the enactment of Code section 401(a)(9)(H).
ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
Means Matching Contributions described in Plan Section 3.01(F) or Plan Section 3.03(B).
ACTUAL CONTRIBUTION PERCENTAGE (ACP)
Means the average of the Contribution Percentages of the Eligible Participants in a group of either Highly Compensated Employees or non-Highly Compensated Employees.
ACTUAL DEFERRAL PERCENTAGE (ADP)
Means, for a specified group of Participants (either Highly Compensated Employees or non-Highly Compensated Employees) for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of 1) the amount of Employer Contributions actually paid to the Fund on behalf of such Participant for the Plan Year to 2) the Participant’s Compensation for such Plan Year. For purposes of calculating the ADP, Employer Contributions on behalf of any Participant will include: 1) any Elective Deferrals (other than Catch-up Contributions or Elective Deferrals subsequently distributed as a permissible withdrawal) made pursuant to the Participant’s salary deferral election or pursuant to automatic Elective Deferral enrollment, if applicable (including Excess Elective Deferrals of Highly Compensated Employees), but excluding a) Excess Elective Deferrals of Participants who are non-Highly Compensated Employees that arise solely from Elective Deferrals made under the Plan or plans of this Employer and b) Elective Deferrals that are taken into account in the Actual Contribution Percentage test (provided the ADP test is satisfied both before and after exclusion of these Elective Deferrals); and 2) if elected by the Employer, Qualified Nonelective Contributions and/or Qualified Matching Contributions. For purposes of computing Actual Deferral Percentages, an Employee who would be a Participant but for the failure to make Elective Deferrals will be treated as a Participant on whose behalf no Elective Deferrals are made.
ADOPTING EMPLOYER
Means any corporation, sole proprietor, or other entity named in the Adoption Agreement and any successor who by merger, consolidation, purchase, or otherwise assumes the obligations of the Plan.
ADOPTION AGREEMENT
Means the document executed by the Adopting Employer through which it adopts the Plan and trust and thereby agrees to be bound by all terms and conditions of the Plan and trust.
ADP TEST SAFE HARBOR CONTRIBUTIONS
Means any Basic Matching Contributions, Enhanced Matching Contributions, and Safe Harbor Nonelective Contributions under either the Safe Harbor CODA provisions or the QACA provisions.
ALTERNATE PAYEE
Means any Spouse, former Spouse, child, or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.
ANNUAL ADDITIONS
Means the sum of the following amounts credited to a Participant for the Limitation Year:
i
Employer Contributions;


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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.
ANNUITY STARTING DATE
Means the first day of the first period for which an amount is paid as an annuity or in any other form.
AUTOMATIC CONTRIBUTION ARRANGEMENT (ACA)
Means a Plan whereby certain Employees are automatically enrolled as Contributing Participants as described in Plan Section 3.01.
BASIC MATCHING CONTRIBUTIONS
Means Matching Contributions made pursuant to the Safe Harbor CODA formula described in Adoption Agreement Section Three, in an amount equal to (i) 100 percent of the amount of the Employee’s Elective Deferrals that do not exceed three-percent of the Employee’s Compensation for the Plan Year, plus (ii) 50 percent of the amount of the Employee’s Elective Deferrals that exceed three-percent of the Employee’s Compensation but that do not exceed five-percent of the Employee’s Compensation, if applicable.
BASIC PLAN DOCUMENT
Means this prototype Plan and trust document.
BENEFICIARY
Means the individual(s) or entity(ies) designated pursuant to Plan Section Five.
BREAK IN ELIGIBILITY SERVICE
Means a 12-consecutive month period that coincides with an Eligibility Computation Period during which an Employee fails to complete more than 500 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement for this purpose) or such period specified in the Elapsed Time definition, if applicable.
BREAK IN VESTING SERVICE
Means a Plan Year (or other vesting computation period described in the definition of Year of Vesting Service) during which an Employee fails to complete more than 500 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement for this purpose) or such period specified in the Elapsed Time definition, if applicable.
CATCH-UP CONTRIBUTIONS
Means Elective Deferrals made pursuant to Plan Section Three that are in excess of an otherwise applicable Plan limit and that are made by Participants who are age 50 or older by the end of their taxable year. An otherwise applicable Plan limit is a limit in the Plan that applies to Elective Deferrals without regard to Catch-up Contributions, such as the limits on Annual Additions, the dollar limitation on Elective Deferrals under Code section 402(g) (not counting Catch-up Contributions), the limit imposed by the Actual Deferral Percentage (ADP) test under Code section 401(k)(3), or any other allowable limit imposed by the Employer. Catch-up Contributions for a Participant for a taxable year may not exceed (1) the dollar limit on Catch-up Contributions under Code section 414(v)(2)(B)(i) for the taxable year or (2) when added to other Elective Deferrals, an amount that would enable the Employer to satisfy other statutory or regulatory requirements (e.g., income tax withholding, FICA and FUTA withholding). The dollar limit on Catch-up Contributions in Code section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the


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Secretary of the Treasury for cost-of-living increases under Code section 414(v)(2)(C). Any such adjustments will be in multiples of$500. Different limits apply to Catch-up Contributions under SIMPLE 401(k) Plans.

CODE
Means the Internal Revenue Code of 1986 as amended from time to time.
COMPENSATION
A.      General Definition - The following definition of Compensation will apply.
As elected by the Adopting Employer in the Adoption Agreement (and if no election is made, W-2 wages will apply), Compensation will mean one of the following:
1.      W-2 wages - Compensation is defined as information required to be reported under Code sections 6041, 6051, and 6052 (wages, tips, and other compensation as reported on Form W-2). Compensation is further defined as wages within the meaning of Code section 3401(a) and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code sections 6041(d), 6051(a)(3), and 6052. Compensation must be determined without regard to any rules in Code section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code section 3401(a)(2)).
2.      3401(a) wages -Compensation is defined as wages within the meaning of Code section 3401(a), for the purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code section 3401(a)(2)).
3.      415 safe-harbor compensation.
a.      The term Compensation includes:
i.      Wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code sections 125(a), 132(f)(4), 402(e)(3), 402(h)(l)(B), 402(k), or 457(b)). These amounts include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Treasury Regulation section 1.62-2(c).
ii.      In the case of an Employee who is an Employee within the meaning of Code section 401(c)(l) and regulations promulgated under Code section 40l(c)(l), the Employee’s earned income (as described in Code section 40l(c)(2) and regulations promulgated under Code section 401(c)(2)), plus amounts deferred at the election of the Employee that would be includible in gross income but for the rules of Code sections 402(e)(3), 402(h)(l)(B), 402(k), or 457(b).
iii.      Amounts described in Code section 104(a)(3), 105(a), or 105(h), but only to the extent that these amounts are includible in the gross income of the Employee.
iv.      Amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Employee under Code section 217.
v.      The value of a nonstatutory option (that is an option other than a statutory option as defined in Treasury Regulation section 1.421- l(b)) granted to an Employee by the Employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted.
vi.      The amount includible in the gross income of an Employee upon making the election described in Code section 83(b).
vii.      Amounts that are includible in the gross income of an Employee under the rules of Code sections 409A or 457(f)(l )(A) or because the amounts are constructively received by the Employee.


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b.      The term Compensation does not include:

i.      Contributions (other than elective contributions described in Code sections 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified employee pension described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Employee for the taxable year in which contributed. In addition, any distributions from a plan of deferred compensation (whether or not qualified) are not considered as Compensation for Code section 415 purposes, regardless of whether such amounts are includible in the gross income of the Employee when distributed.
ii.      Amounts realized from the exercise of a nonstatutory option (that is an option other than a statutory option as defined in Treasury Regulation section 1.421-l(b)), or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture (see Code section 83 and regulations promulgated under Code section 83).
iii.      Amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Treasury Regulation section 1.421-l(b)).
iv.      Other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Code section 125).
v.      Other items of remuneration that are similar to any of the items listed in paragraphs (b)(i) through (b)(iv) above.
For any Self-Employed Individual covered under the Plan, Compensation will mean Earned Income.
B.      Determination Period And Other Rules - Unless otherwise elected in the Adoption Agreement or required by law or regulation, where an Employee becomes an eligible Participant on any date after the first day of the applicable Determination Period, Compensation will include only that Compensation paid to the Employee during the portion of the Determination Period in which they were an eligible Participant, unless otherwise required by either the Code or ERISA (e.g., full year compensation used in the calculation of the minimum allocation in a Top-Heavy Plan). In addition, if an Employee either becomes or ceases to be a member of an ineligible class of Employees, Compensation will include only that Compensation paid to the Employee during the portion of the Determination Period in which they were an eligible Participant. Except as otherwise provided in this Plan (e.g., continued coverage of disabled Participants), Compensation received by an Employee during a Determination Period in which the Employee does not perform services for the Employer will be disregarded.
Unless otherwise elected in the Adoption Agreement, Compensation will include a) any amount that is contributed by the Employer pursuant to a salary reduction agreement and that is not includible in the gross income of the Employee under Code sections 125, 132(f)(4), 402(e)(3), 402(h)(l) (B), or 403(b); b) compensation deferred under an eligible deferred compensation plan within the meaning of Code section 457(b) (deferred compensation plans of state and local governments and tax-exempt organizations); and c) employee contributions (under government plans) described in Code section 414(h)(2) but will not include deemed Code section 125 compensation.
For purposes of applying the limitations of Plan Section 3.12, Compensation for a Limitation Year is the Compensation actually paid or made available in gross income during such Limitation Year. Notwithstanding the preceding sentence, Compensation for a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)) is the Compensation such Participant would have received for the Limitation Year if the Participant had been paid at the rate of Compensation paid immediately before becoming permanently and totally disabled. Compensation paid or made available during such Limitation Year will include any elective deferral (as defined in Code section 402(g)(3)) and any amount that is contributed or deferred by the Employer at the election of the Employee and that is not includible in the gross income of the Employee by reason of Code sections 125, 132(f), or 457.
If elected by the Employer in the Adoption Agreement, amounts under Code section 125 include any amounts not available to a Participant in cash in lieu of group health coverage (deemed Code section 125 compensation). An amount will be treated as an amount under Code section 125 only if the Employer does not request or collect information regarding the Participants’ other health coverage as part of the enrollment process for the health plan.


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Payments made after Severance from Employment will be either included or excluded from Compensation within the meaning of Compensation as described in Part A of the definition of Compensation in the Plan’s Definition section, depending on the category of such payments. Whether or not such payment is included or excluded is based on the definition below and the elections made by the Employer in the Adoption Agreement. Such payments, if included, must meet the following requirements:
1.      Payments described in paragraph (2) below will be included in the definition of Compensation (within the meaning of Compensation as described in Part A of this definition of Compensation). In addition, unless otherwise elected in the Adoption Agreement, payments described in paragraphs (3) and (4) below will be excluded from the definition of Compensation (within the meaning of Compensation as described in Part A of this definition of Compensation). If the Adopting Employer elects in the Adoption Agreement to include compensation described in paragraphs (3) or (4) or both, such payments must also meet the following requirements:
a.      Those amounts are paid by the later of 1) 2½ months after Severance from Employment with the Employer maintaining the Plan or 2) the end of the Limitation Year that includes the date of Severance from Employment with the Employer maintaining the Plan; and
b.      Those amounts would have been included in the definition of Compensation if they were paid before the Employee’s Severance from Employment with the Employer maintaining the Plan.
A governmental plan (as defined in Code section 414(d)) may provide for the substitution of the calendar year in which the Severance from Employment with the Employer maintaining the Plan occurs for the Limitation Year in which the Severance from Employment with the Employer maintaining the Plan occurs.
2.      Regular Pay. An amount is described in this paragraph (2) if
a.      The payment is regular compensation for services during the Employee’s regular working hours, or compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and
b.      The payment would have been paid to the Employee prior to a Severance from Employment if the Employee had continued in employment with the Employer.
3.      Leave Cashouts. An amount is described in this paragraph (3) if
a.      The payment is for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued.
4.      Deferred Compensation. An amount is described in this paragraph (4) if
a.      The payment is an amount received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent that the payment is includible in the Employee’s gross income.
5.      Other post-severance payments. Any payment that is not described in paragraph (2), (3), or (4) above is not considered Compensation under paragraph (1) above if paid after Severance from Employment with the Employer maintaining the Plan, even if it is paid within the time period described in paragraph (1) above. Thus, Compensation does not include severance pay, or parachute payments within the meaning of Code section 280G(b)(2), if they are paid after Severance from Employment with the Employer maintaining the Plan, and does not include post- severance payments under a nonqualified unfunded deferred compensation plan unless the payments would have been paid at that time without regard to the Severance from Employment. Any payments not described above are not considered Compensation if paid after Severance from Employment, even if they are paid within 2½ months following Severance from Employment, except for payments to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code section 414(u)(l)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.
C.      Compensation for ADP, ACP, and Code section 401(a)(4) Testing-Compensation for purposes of ADP, ACP, and Code section 401(a)(4) testing will be W-2 wages unless another definition of Compensation is elected on the Adoption Agreement for allocation and other general purposes or another definition is required by law or regulation. Notwithstanding the preceding, a Plan Administrator has the option from year to year to use a different definition of Compensation for testing purposes provided the definition of Compensation satisfies Code section 414(s) and the corresponding regulations. In addition, for the Plan Year in which an Employee enters the Plan, the Employee’s Compensation that is taken into


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account for purposes of ADP, ACP, and Code section 401(a)(4) testing maybe limited to the Employee’s Compensation from the Entry Date on which the Employee became a Participant in the Plan, applicable to the particular type of contribution.
D.      Limits On Compensation - The annual Compensation of each Participant taken into account in determining allocations will not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code section 40l(a)(17)(B). Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (Determination Period). The cost-of-living adjustment in effect for the calendar year applies to annual Compensation for the Determination Period that begins with or within such calendar year.
If a Determination Period consists of fewer than 12 months, the annual Compensation limit is an amount equal to the otherwise applicable annual Compensation limit multiplied by a fraction, the numerator of which is the number of months in the short Determination Period, and the denominator of which is 12.
If Compensation for any prior Determination Period is taken into account in determining an Employee’s allocations or benefits for the current Determination Period, the Compensation for such prior Determination Period is subject to the applicable annual Compensation limit in effect for that prior period.
E.      SIMPLE 401(k) Rules - Notwithstanding anything in this Plan to the contrary, if an Eligible Employer has established a SIMPLE 401(k) plan, Compensation means, for purposes of the definition of Eligible Employer and for purposes of Plan Sections 3.01(I) and 3.02, the sum of the wages, tips, and other compensation from the Employer subject to federal income tax withholding (as described in Code section 6051(a)(3)) and the Employee’s Elective Deferral contributions made under this or any other 401(k) plan, and, if applicable, elective deferrals under a Code section 408(p) SIMPLE IRA plan, a SARSEP plan, a Code section 403(b) annuity contract, and compensation deferred under a Code section 457 plan, required to be reported by the Employer on Form W-2 (as described in Code section 6051(a)(8)). Compensation also includes amounts paid for domestic service (as described in Code section 3401(a)(3)). For Self-Employed Individuals, Compensation means net earnings from self-employment determined under Code section 1402(a) before subtracting any contributions made under this Plan on behalf of the individual. The provisions of the Plan implementing the limit on Compensation under Code section 401(a)(l 7) apply to the Compensation in Plan Sections 3.01(1) and 3.02.
F.      Safe Harbor CODA Rules - Notwithstanding anything in this Plan to the contrary, if an Adopting Employer has elected in the Adoption Agreement to apply the Safe Harbor CODA provisions to this Plan, Compensation means Compensation as defined in this Definitions Section of the Plan and, if applicable, the definition of Compensation for allocation and other general purposes selected in the Adoption Agreement, except, for purposes of Plan Section 3.03, no dollar limit, other than the limit imposed by Code section 401(a)(l 7), applies to the Compensation of a non-Highly Compensated Employee. Specifically, Compensation for ADP Test Safe Harbor Contributions follows the definition of Compensation applicable to Elective Deferrals and Compensation for ACP Test Safe Harbor Contributions follows the definition of Compensation applicable to Matching Contributions provided such definitions are reasonable definitions within the meaning of Treasury Regulation section l.414(s)-l(d)(2), do not discriminate in favor of Highly Compensated Employees pursuant to Treasury Regulation section 1.414(s )-1 (d)(3), and permit each Participant to elect sufficient Elective Deferrals to receive the maximum amount of Matching Contributions (determined using the definition of Compensation described in the preceding sentence) available to the Participant under the Plan.
G.      Elective Deferrals - Notwithstanding anything in the Plan to the contrary, with respect to Compensation that is paid (or would have been paid but for a cash or deferred election) in Plan Years beginning on or after July 1, 2007, a Participant may only make Elective Deferrals from Compensation within the meaning of Compensation as described in Part A of this definition of Compensation. Elective Deferrals may not be withheld from pay that is excluded from Compensation under the Plan for Elective Deferral purposes.
H.      QACA Rules - Notwithstanding anything in this Plan to the contrary, if an Adopting Employer has elected in the Adoption Agreement to apply the QACA provisions to the Plan, Compensation means Compensation as defined in the Definitions Section of the Plan and, if applicable, the definition of Compensation for allocation and other general purposes selected in the Adoption Agreement except, for purposes of Plan Section 3.01(F), no dollar limit, other than the limit imposed by Code section 401(a)(l 7), applies to the Compensation of a non-Highly Compensated Employee. Specifically, Compensation for QACA ADP Test Safe Harbor Contributions follows the definition of Compensation applicable to Elective Deferrals and Compensation for QACA ACP Test Safe Harbor Matching Contributions follows the definition of Compensation applicable to Matching Contributions provided such definitions are reasonable definitions within the meaning of Treasury Regulation section l.414(s)-l(d)(2), do not discriminate in favor of Highly Compensated Employees pursuant to Treasury Regulation section l .414(s)-1(d)(3), and permit each Participant to elect to make sufficient Elective Deferrals to receive the maximum amount of Matching Contributions (determined using the definition of Compensation described in the preceding sentence) available to the Participant under the Plan or any other alternative definition permitted pursuant to rules promulgated by the IRS.
I.      Differential Wage Payments - Notwithstanding anything in this Plan to the contrary, if the Employer chooses to provide Differential Wage Payments to individuals who are active duty members of the uniformed services, such individuals will be treated as Employees of the Employer making the Differential Wage Payment and the Differential Wage Payment will be treated as Compensation for purposes of applying the Code.


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Accordingly, Differential Wage Payments must be treated as Compensation as described in Part A of this definition of Compensation. Differential Wage Payments will also be treated as Compensation for contribution, allocation, and other general Plan purposes, unless excluded from the Plan’s definition of Compensation on the Adoption Agreement. In addition, the Plan will not be treated as failing to meet the requirements of any provision described in Code section 414(u)(l )(C) by reason of any contribution or benefit that is based on Differential Wage Payments only if all Employees of the Employer (as determined under Code sections 414(b), (c), (m), and (o)) performing service in the uniformed services described in Code section 3401(h)(2)(A) are entitled to receive Differential Wage Payments on reasonably equivalent terms and, if eligible to participate in the Plan, to make contributions based on the payments on reasonably equivalent terms applying the provisions of Code section 410(b)(3), (4), and (5). Such contributions or benefits may be taken into account for purposes of nondiscrimination testing as long as they do not cause the Plan to fail the nondiscrimination requirements.
CONTINGENT BENEFICIARY
Means the Beneficiary/ies named by the Participant who may succeed to the rights of the Primary Beneficiary if there are no surviving Primary Beneficiaries and no surviving Spouse at the time of the Participant’s death.
CONTRIBUTING PARTICIPANT
Means a Participant who has enrolled as a Contributing Participant pursuant to either Plan Sections 3.01 or 3.10 and on whose behalf the Employer is contributing Elective Deferrals to the Plan (or is making Nondeductible Employee Contributions).
CONTRIBUTION PERCENTAGE
Means the ratio (expressed as a percentage) of the Participant’s Contribution Percentage Amounts to the Participant’s Compensation for the Plan Year.
CONTRIBUTION PERCENTAGE AMOUNTS
Means the sum of the Nondeductible Employee Contributions, Matching Contributions (other than Matching Contributions forfeited due to a permissible withdrawal), and Qualified Matching Contributions (to the extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the Participant for the Plan Year. Such Contribution Percentage Amounts will not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferrals, Excess Contributions, Excess Aggregate Contributions, or Excess Annual Additions that are distributed.
The Employer may elect, in a uniform and nondiscriminatory manner, to use either Qualified Nonelective Contributions or Elective Deferrals, or both, in the Contribution Percentage Amounts. Elective Deferrals may only be included in the Contribution Percentage Amounts if the Plan passes the ADP test both before and after the exclusion of such Elective Deferrals.
CUSTODIAN
Means an entity appointed in the Adoption Agreement (or, if applicable, in a separate custodial agreement) by the Adopting Employer to hold the assets of the trust as Custodian or any duly appointed successor as provided in Plan Section 8.05.
DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
Means any qualified voluntary employee contributions (as defined in Code section 219(e)(2)) made after December 31, 1981, in a taxable year beginning after such date and made for a taxable year beginning before January 1, 1987, and allowable as a deduction under Code section 219(a) for such taxable year.
DEEMED SEVERANCE FROM EMPLOYMENT
Means an individual is deemed to cease to be an Employee for purposes of Code section 414(u)(12)(B) during any period the individual is performing service in the uniformed services as defined in Code section 3401(h)(2)(A).
DEFINED CONTRIBUTION DOLLAR LIMITATION
Means $40,000, as adjusted under Code section 415(d).
DESIGNATED BENEFICIARY
Means the individual who is designated by the Participant as the Beneficiary of the Participant’s interest under the Plan and who is the designated Beneficiary under Code section 401(a)(9) and Treasury Regulation section 1.401(a)(9)-4.
DETERMINATION DATE


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Means for any Plan Year after the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, Determination Date means the last day of that year.
DETERMINATION PERIOD
Means, except as provided elsewhere in this Plan, the Plan Year unless the Adopting Employer has selected another period in the Adoption Agreement.
DIFFERENTIAL WAGE PAYMENT
Means a payment defined in Code section 3401(h)(2) that is made by the Employer to an individual performing service in the uniformed services.
DIRECT ROLLOVER
Means a payment by the Plan to the Eligible Retirement Plan specified by the Recipient (or, if necessary pursuant to Plan Section 5.01(B)(l), an individual retirement account (IRA) under Code sections 408(a), 408(b), or 408A (for Roth Elective Deferrals), as selected by the Adopting Employer in the Adoption Agreement).
DIRECTED TRUSTEE
Means the Trustee that is designated as the Directed Trustee in the Adoption Agreement. The Directed Trustee will be responsible for investing the Fund and performing the responsibilities of the Trustee set forth in the Plan in accordance with specific instructions provided by the Adopting Employer or the Plan Administrator (or Participant or Beneficiary) in accordance with instructions (either in writing or in any other form permitted by rules promulgated by the IRS or DOL) from one of the foregoing.
DISABILITY
Unless the Adopting Employer has elected a different definition in the Adoption Agreement or as otherwise provided in the Plan, Disability means 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 that has lasted or can be expected to last for a continuous period of not less than 12 months. The permanence and degree of such impairment will be supported by medical evidence satisfactory to the Plan Administrator.
DISCRETIONARY TRUSTEE
Means a Trustee that is designated as a Discretionary Trustee in the Adoption Agreement and enters into an agreement with the Adopting Employer whereby the Trustee and not the Adopting Employer will select the appropriate investments for the Fund in accordance with the Plan’s funding policy statement or will perform such other tasks identified in such agreement between the Trustee and Adopting Employer.
DISTRIBUTION CALENDAR YEAR
Means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Plan Section 5 .05(D). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
DOMESTIC RELATIONS ORDER
Means any judgment, decree, or order (including approval of a property settlement agreement) that:
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).
EARLIEST RETIREMENT AGE


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Means, for purposes of the Qualified Joint and Survivor Annuity provisions of the Plan, the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits.
EARLY RETIREMENT AGE
Means the age and years of service, if applicable, specified in the Adoption Agreement. The Plan will not have an Early Retirement Age if none is specified in the Adoption Agreement.


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EARNED INCOME
Means the net earnings from self-employment in the trade or business with respect to which the Plan is established, for which personal services of the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions by the Employer to a qualified plan to the extent deductible under Code section 404.
Net earnings will be determined with regard to the deduction allowed to the Employer by Code section 164(f).
For purposes of applying the limitations of Code section 415, in the case of an Employee who is an Employee within the meaning of Code section 40l(c)(l) and regulations promulgated under Code section 401(c)(l), the Employee’s earned income (as described in Code section 401(c)(2) and regulations promulgated under Code section 401(c)(2)), will include amounts deferred at the election of the Employee that would be includible in gross income but for the rules of Code sections 402(e)(3), 402(h)(l)(B), 402(k), or 457(b).
EFFECTIVE DATE
Means the date the Plan (or amendment or restatement of the Plan) becomes effective as indicated in the Adoption Agreement. Notwithstanding the preceding, unless otherwise provided in this Basic Plan Document, the Effective Date of mandatory Plan changes resulting from the Pension Protection Act of2006 (PPA) and other legislative and regulatory guidance not previously included in the Plan will be the later of the original Effective Date of the Plan or the first day the legislative or regulatory change became effective. For optional changes made available by PPA and other legislative and regulatory guidance, the Effective Date will be the date the Plan began to operate in accordance with such optional change, as indicated by a Plan amendment if a written amendment was required for such change.
ELAPSED TIME - Means
A.     Special Rules Where Elapsed Time Method is Being Used- If elected by the Adopting Employer in the Adoption Agreement, the Elapsed Time method of determining service will apply. When this definition applies, for purposes of determining an Employee’s initial or continual eligibility to participate in the Plan or the Vested Interest in the Participant’s Individual Account balance derived from Employer Contributions, an Employee will receive credit for all Periods of Service. An Employee will also receive credit for any Period of Service of less than 12 consecutive months. Fractional periods of a year will be expressed in terms of months or days.
The definition of Break in Service in this Elapsed Time definition will replace the definitions of Break in Eligibility Service and Break in Vesting Service found in the Definitions Section of the Plan.
Break in Service is a Period of Severance of at least 12 consecutive months.
In the case of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first date of such absence will not constitute a Break in Service. For purposes of this Elapsed Time definition, 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 the 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.
Each Qualifying Participant will share in Employer Contributions for the Periods of Service beginning on the date the Employee commences participation under the Plan and ending on the first day of a Period of Severance or the date on which such Employee is no longer a member of an eligible class of Employees.
If the Employer is a member of an affiliated service group (under Code section 414(m)), a controlled group of corporations (under Code section 414(b)), a group of trades or businesses under common control (under Code section 414(c)), or any other entity required to be aggregated with the Employer pursuant to Code section 414(o), service will be credited for any employment for any period of time for any other member of such group. Service will also be credited for any individual required under Code section 414(n) or Code section 414(o) to be considered an Employee of any Employer aggregated under Code sections 414(b), (c), or (m).


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Changes In Methods of Crediting Service - The Plan may be amended to change the method of crediting service between the Hours of Service method of determining service and the Elapsed Time method provided each Employee with respect to whom the method of crediting service is afforded the protection described in Treasury Regulation section 1.410(a)-7(g) and other applicable rules promulgated by the IRS.
ELECTION PERIOD
Means the period that begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participant’s death. If a Participant separates from service before the first day of the Plan Year in which age 35 is attained, with respect to the account balance as of the date of separation, the Election Period will begin on the date of separation.
ELECTIVE DEFERRALS
Means any Employer Contributions made either as a Pre-Tax Elective Deferral or, effective on or after January 1, 2006, as a Roth Elective Deferral to the Plan at the election of the Participant or pursuant to automatic Elective Deferral enrollment, in lieu of cash compensation, and will include contributions made pursuant to a salary reduction agreement. With respect to any taxable year, a Participant’s Elective Deferrals are the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement as described in Code section 401(k), any simplified employee pension plan cash or deferred arrangement as described in Code section 408(k)(6), any SIMPLE IRA Plan described in Code section 408(p), any plan as described under Code section 501(c)(18), or any Employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code section 403(b) pursuant to a salary reduction agreement. Elective Deferrals will not include any deferrals properly distributed as Excess Annual Additions. In addition, Elective Deferrals will not include contributions made to the Plan as Elective Deferrals under an EACA or QACA that are subsequently distributed from the Plan in accordance with the permissible withdrawal provisions found in Plan Section 5.01(A)(2).
No Participant will be permitted to have Elective Deferrals made under this Plan, or any other qualified plan maintained by the Employer, during any taxable year of the Participant, in excess of the dollar limitation contained in Code section 402(g) in effect at the beginning of such taxable year. Elective Deferrals under an EACA or QACA that are subsequently distributed from the Plan in accordance with the permissible withdrawal provisions found in Plan Section 5.01(A)(2) will not be included for purposes of calculating the dollar limitation contained in Code section 402(g). In the case of a Participant age 50 or over by the end of the taxable year, the dollar limitation described in the preceding sentence is increased by the amount of Elective Deferrals that can be Catch-up Contributions. The dollar limitation contained in Code section 402(g) is $10,500 for taxable years beginning in 2000 and 2001, increasing to $11,000 for taxable years beginning in 2002, and increasing by $1,000 for each year thereafter up to $15,000 for taxable years beginning in 2006 and later years. After 2006, the $15,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code section 402(g)(4). Any adjustments will be in multiples of $500.
ELIGIBLE AUTOMATIC CONTRIBUTION ARRANGEMENT (EACA)
Means an Eligible Automatic Contribution Arrangement, as described in Code section 414(w) and this Plan, where Employees are automatically enrolled as Contributing Participants in the Plan.
ELIGIBILITY COMPUTATION PERIOD
Means, with respect to an Employee’s initial Eligibility Computation Period, the 12-consecutive month period commencing on the Employee’s Employment Commencement Date. Unless otherwise elected in the Adoption Agreement, the Employee’s subsequent Eligibility Computation Periods will be the Plan Year commencing with the Plan Year beginning during the Employee’s initial Eligibility Computation Period. An Employee will not be credited with a Year of Eligibility Service before the end of the 12-consecutive month period regardless of when during such period the Employee completes the required number of Hours of Service. Eligibility Computation Period will not apply if the Elapsed Time method of determining service applies for eligibility purposes.
ELIGIBLE EMPLOYEE
Means, if the Employer has adopted a SIMPLE 401(k) Plan, any Employee who is entitled to make Elective Deferrals under the terms of the Plan. Notwithstanding the preceding, if the Employer has elected to apply the Safe Harbor CODA or the QACA provisions of the Plan, Eligible Employee means an Employee that has met the eligibility criteria, if any, for Safe Harbor Contributions and is eligible to make Elective Deferrals under the Plan for any part of the Plan Year or who would be eligible to make Elective Deferrals but for a suspension due to a distribution described in Plan Section 5.01(C)(2) or because of statutory limitations, such as Code sections 402(g) and 415.


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ELIGIBLE EMPLOYER FOR SIMPLE 401(k) PLAN
Means, with respect to any SIMPLE 401(k) Year, an Employer that had no more than 100 Employees who received at least $5,000 of Compensation, or such lesser amount indicated in the Adoption Agreement, from the Employer for the preceding SIMPLE 401(k) Year and is therefore eligible to establish a SIMPLE 401(k) Plan. In applying the preceding sentence, all Employees of controlled groups of corporations under Code section 414(b), all Employees of trades or businesses (whether incorporated or not) under common control under Code section 414(c), all Employees of affiliated service groups under Code section 414(m), and Leased Employees required to be treated as the Employer’s Employees under Code section 414(n), are taken into account.
An Eligible Employer that adopts a SIMPLE 401(k) and that fails to be an Eligible Employer for any subsequent SIMPLE 401(k) Year is treated as an Eligible Employer for the two SIMPLE 401(k) Years following the last SIMPLE 401(k) Year for which the Employer was an Eligible Employer. If the failure is due to any acquisition, disposition, or similar transaction involving an Eligible Employer, the preceding sentence applies only if the provisions of Code section 410(b)(6)(C)(i) are satisfied.
ELIGIBLE PARTICIPANT
Means any Employee who is eligible to make a Nondeductible Employee Contribution or an Elective Deferral (if the Employer takes such contributions into account in the calculation of the Contribution Percentages), or to receive a Matching Contribution (including Forfeitures) or a Qualified Matching Contribution.
If a Nondeductible Employee Contribution is required as a condition of participation in the Plan, any Employee who would be a Participant in the Plan if such Employee made such a contribution will be treated as an Eligible Participant on behalf of whom no Nondeductible Employee Contributions are made.
ELIGIBLE RETIREMENT PLAN
Means, for purposes of the Direct Rollover provisions of the Plan, an individual retirement account described in Code sections 408(a) or 408A, an individual retirement annuity described in Code section 408(b), an annuity plan described in Code section 403(a), an annuity contract described in Code section 403(b), an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state (and that agrees to separately account for amounts transferred into such plan from this Plan), or a qualified plan described in Code section 40l(a) that accepts the Recipient’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan will also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Code section 4l 4(p).
If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible Retirement Plan with respect to such portion will include only another designated Roth account of the individual from whose account the payments or distributions were made, or a Roth IRA of such individual.
ELIGIBLE ROLLOVER DISTRIBUTION
Means any distribution of all or any portion of the balance to the credit of the Recipient, except that an Eligible Rollover Distribution does not include
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


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f.
contributions made to the Plan as Elective Deferrals under an EACA or QACA that are subsequently distributed from the Plan as permissible withdrawals.
For distributions made after December 31, 200 I, a portion of a distribution will not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code section 408(a) or (b), or a Roth individual retirement account or annuity described in Code Section 408A (a Roth IRA), or to a qualified defined contribution plan described in Code section 40l(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.
Notwithstanding the preceding and unless otherwise elected in a plan amendment addressing Code section 40l(a)(9)(H), solely for purposes of applying the Direct Rollover distribution provisions of the Plan, 2009 RMDs and Extended 2009 RMDs distributed for 2009 were treated as Eligible Rollover Distributions.
EMPLOYEE
Means any person employed by an Employer maintaining the Plan or by any other employer required to be aggregated with such Employer under Code sections 414(b), (c), (m), or (o).
The term Employee will also include any Leased Employee deemed to be an Employee of any Employer described in the previous paragraph as provided in Code sections 4 l 4(n) or (o).
The term Employee will also include individuals providing qualified military service who are treated as reemployed for purposes of applying the rules under Code sections 40l(a)(37) and 414(u).
EMPLOYER
Means the Adopting Employer, Participating Employers, and all Related Employers of the Adopting Employer who are not specifically excluded on the Adoption Agreement. A partnership is considered to be the Employer of each of the partners and a sole proprietorship is considered to be the Employer of a sole proprietor.
EMPLOYER CONTRIBUTION
Means the amount contributed by the Employer each year as determined under this Plan. The term Employer Contribution will include Elective Deferrals made to the Plan unless such contributions are intended to be excluded for purposes of either the Plan or any act under the Code, ERISA, or any additional rules, regulations, or other pronouncements promulgated by either the IRS or DOL.
EMPLOYER MONEY PURCHASE PENSION CONTRIBUTION
Means an Employer Contribution made pursuant to the Money Purchase Pension Plan Adoption Agreement Section titled “Employer Money Purchase Pension Contributions.” The Employer must make Employer Money Purchase Pension Contributions without regard to current or accumulated earnings or profits.
EMPLOYER PREVAILING WAGE CONTRIBUTION
Means an Employer Contribution made pursuant to the Adoption Agreement Section titled “Employer Prevailing Wage Contributions.” The Employer may make Employer Prevailing Wage Contributions without regard to current or accumulated earnings or profit.
EMPLOYER PROFIT SHARING CONTRIBUTION
Means an Employer Contribution made pursuant to the Adoption Agreement Section titled “Employer Profit Sharing Contributions.” Unless otherwise elected in the Adoption Agreement, the Employer may make Employer Profit Sharing Contributions without regard to current or accumulated earnings or profits.
EMPLOYMENT COMMENCEMENT DATE
Means, with respect to an Employee, the date such Employee first performs an Hour of Service for the Employer.


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ENHANCED MATCHING CONTRIBUTIONS
Means Matching Contributions described in Code section 40l(k)(12)(B)(iii) and made pursuant to the Safe Harbor CODA formula elected by the Employer in the Adoption Agreement.
ENTRY DATES
Means the first day of the Plan Year and the first day of the seventh month of the Plan Year 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 has specified different dates in the Adoption Agreement. Additionally, if this is an initial adoption of the Plan by the Employer, the initial Effective Date will also be considered an Entry Date.
ERISA
Means the Employee Retirement Income Security Act of 1974 as amended from time to time.
EXCESS AGGREGATE CONTRIBUTIONS
Means, with respect to any Plan Year, the excess of
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).
Such determination will be made after first determining Excess Elective Deferrals pursuant to the definition provided herein and then determining Excess Contributions pursuant to the definition provided herein.
EXCESS ANNUAL ADDITIONS
Means the excess of the Participant’s Annual Additions for the Limitation Year over the Maximum Permissible Amount.
EXCESS CONTRIBUTIONS
Means, with respect to any Plan Year, the excess of
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).
EXCESS ELECTIVE DEFERRALS
Means those Elective Deferrals that either 1) are made during the Participant’s taxable year and exceed the dollar limitation under Code section 402(g) (increased, if applicable, by the dollar limitation on Catch-up Contributions defined in Code section 414(v)) for such year; or 2) are made during a calendar year and exceed the dollar limitation under Code section 402(g) (increased, if applicable, by the dollar limitation on Catch-up Contributions defined in Code section 414(v)) for the Participant’s taxable year beginning in such calendar year, counting only Elective Deferrals made under this Plan and any other plan, contract, or arrangement maintained by the Employer. Excess Elective Deferrals will be treated as Annual Additions under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the Participant’s taxable year.
EXTENDED 2009 RMD
Means one or more payments in a series of substantially equal distributions (that include the 2009 RMD) made at least annually and expected to last for the life (or life expectancy) of the Participant and the Participant’s Designated Beneficiary, or for a period of at least 10 years.


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FIDUCIARY
Means a person who exercises any discretionary authority or control with respect to management of the Plan, renders investment advice as defined in ERISA section 3(21), or has any discretionary authority or responsibility regarding the administration of the Plan. Such persons either may be appointed by the Adopting Employer, Plan Administrator, or Investment Fiduciary, as applicable, or deemed to be fiduciaries as a result of their actions.
FORFEITURE
Means that portion of a Participant’s Individual Account derived from Employer Contributions that the Participant is not entitled to receive (i.e., the nonvested portion).
FUND
Means the Plan assets received and held by the Trustee for which it serves as Trustee (or Custodian, if applicable) for the Participants’ exclusive benefit.
HIGHEST AVERAGE COMPENSATION
Means the average compensation for the three consecutive years of service with the Employer that produces the highest average.
HIGHLY COMPENSATED EMPLOYEE
Means any Employee who 1) was a five-percent owner at any time during the year or the preceding year, or 2) for the preceding year had Compensation from the Employer in excess of $80,000 and, if elected by the Adopting Employer in the Adoption Agreement, was in the top-paid group for the preceding year. The $80,000 amount is adjusted at the same time and in the same manner as under Code section 415(d), except that the base period is the calendar quarter ending September 30, 1996.
For this purpose the applicable year of the Plan for which a determination is being made is called a determination year and the preceding 12- month period is called a look-back year unless the Adopting Employer has made a calendar year data election in the Adoption Agreement. If a calendar year data election is made, the look-back year will be the calendar year ending within the Plan Year for purposes of determining who is a Highly Compensated Employee (other than as a five-percent owner).
A highly compensated former employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that determination year, in accordance with Treasury Regulation section 1.414(q)-1T, A-4, Notice 97-45 and any subsequent guidance issued by the IRS.
The determination of who is a Highly Compensated Employee, including but not limited to the determinations of the number and identity of Employees in the top-paid group and the Compensation that is considered, will be made in accordance with Code section 414(q) and the corresponding regulations. Adoption Agreement elections to include or exclude items from Compensation that are inconsistent with Code section 414(q) will be disregarded for purposes of determining who is a Highly Compensated Employee.
HOURS OF SERVICE - Means

General Rules for Crediting Hours of Service
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.


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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.
Hours of Service will also be credited for any individual considered an Employee for purposes of this Plan under Code sections 414(n) or 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.
INDIRECT ROLLOVER
Means a rollover contribution received by this Plan from an Employee that previously received a distribution from this Plan or another plan rather than having such amount directly rolled over to this Plan from the distributing plan.
INDIVIDUAL ACCOUNT
Means the account established and maintained under this Plan for each Participant in accordance with Plan Section 7.02(A).
INITIAL PERIOD
Means the period for each Eligible Employee that begins on the date the Eligible Employee first participates in the QACA and ends on the last day of the Plan Year that starts after the date the Eligible Employee first participates in the QACA.
INITIAL PLAN DOCUMENT
Means the plan document that initially established the Plan.
INSURER
Means an insurance company that issues one or more annuity contracts or insurance policies under the Plan. In the event of any conflict between the terms of the Plan and the terms of an annuity contract or insurance policy issued under the Plan by the Insurer, the terms of the Plan will control. Where appropriate, references to the Trustee throughout the Plan will apply to an Insurer.


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INVESTMENT FIDUCIARY
Means the person, including but not limited to the Adopting Employer, a Trustee with full trust powers, any Individual Trustee(s), or any investment manager, as applicable, that under the terms of the Plan is vested with the responsibility and authority to select investment options for the Plan and to direct the investment of the assets of the Fund. If no Investment Fiduciary is designated, the Plan Administrator will be the Investment Fiduciary. In no event will a Custodian or a Directed Trustee be an Investment Fiduciary for any purpose whatsoever.
INVESTMENT FUND
Means a subdivision of the Fund established pursuant to Plan Section 7.01(B).
KEY EMPLOYEE
Means, for Plan Years beginning after December 31, 2001, any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date is an officer of the Employer and whose annual compensation is greater than $130,000 (as adjusted under Code section 416(i)(l) for Plan Years beginning after December 31, 2002), a five-percent owner of the Employer, or a one- percent owner of the Employer who has annual compensation of more than $150,000. Unless otherwise elected in the Adoption Agreement, for Plan Years beginning on or after January 1, 2001, Compensation will also include elective amounts that are not includible in the gross income of the Employee by reason of Code section 132(f)(4).
In determining whether a plan is top-heavy for Plan Years beginning before January 1, 2002, Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the five-year period ending on the Determination Date, is an officer of the Employer having annual compensation that exceeds 50 percent of the dollar limitation under Code section 415(b)(l)(A), an owner (or considered an owner under Code section 318) of one of the ten largest interests in the Employer if such Participant’s compensation exceeds 100 percent of the dollar limitation under Code section 415(c)(l)(A), a five-percent owner of the Employer, or a one-percent owner of the Employer who has annual compensation of more than $150,000. Annual compensation means compensation as defined in Part A of the definition of Compensation in this Definition section, but including amounts contributed by the Employer pursuant to a salary reduction agreement that are excludable from the Employee’s gross income in Code sections 125, 402(e)(3), 402(h)(l)(B) or 403(b). The determination period is the Plan Year containing the Determination Date and the four preceding Plan Years.
The determination of who is a Key Employee will be made in accordance with Code section 416(i)(l) and the corresponding Treasury Regulations.
LEASED EMPLOYEE
Means any person (other than an Employee of the recipient Employer) who, pursuant to an agreement between the recipient Employer and any other person (“leasing organization”), has performed services for the recipient Employer (or for the recipient Employer and related persons determined in accordance with Code section 414(n)(6)) on a substantially full-time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Employer. Contributions or benefits provided to a Leased Employee by the leasing organization that are attributable to services performed for the recipient Employer will be treated as provided by the recipient Employer.
A Leased Employee will not be considered an Employee of the recipient if 1) such Leased Employee is covered by a money purchase pension plan providing a) a nonintegrated employer contribution rate of at least ten-percent of compensation, as defined in Part A of the definition of Compensation in this Definition section, but including amounts contributed pursuant to a salary reduction agreement, that are excludable from the Leased Employee’s gross income under Code sections 125, 402(e)(3), 402(h)(l)(B), or 403(b), b) immediate participation, and c) full and immediate vesting; and 2) Leased Employees do not constitute more than 20 percent of the recipient’s non-Highly Compensated Employee work force.
LIFE EXPECTANCY
Means life expectancy as computed by using the Single Life Table in Treasury Regulation section l.401(a)(9)-9, Q&A I.


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LIMITATION YEAR
Means the Plan Year, unless the Adopting Employer has selected another 12-consecutive month period in the Adoption Agreement. All qualified plans maintained by the Employer must use the same Limitation Year. If the Limitation Year is amended to a different 12-consecutive month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made.
If a Plan is terminated effective as of a date other than the last day of the Plan’s Limitation Year, the Plan is treated as if the Plan was amended to change its Limitation Year. As a result of this deemed amendment, the Code section 415(c)(l)(A) dollar limit must be prorated under the short Limitation Year rules.
MASTER OR PROTOTYPE PLAN
Means a plan, the form of which is the subject of a favorable opinion letter from the IRS.
MATCHING CONTRIBUTION
Means an Employer Contribution made to this or any other defined contribution plan on behalf of a Participant on account of an Elective Deferral or a Nondeductible Employee Contribution made by such Participant under a plan maintained by the Employer. Notwithstanding the preceding, if the Adopting Employer has elected to apply the Safe Harbor CODA or Qualified Automatic Contribution Arrangement provisions of the Plan, Matching Contributions means contributions made by the Employer on account of an Eligible Employee’s Elective Deferrals. For Plan Years beginning on or after January 1, 1998, Matching Contributions made by self-employed Participants (as defined in Code section 40l(c)) will not be treated as Elective Deferrals
MAXIMUM PERMISSIBLE AMOUNT
Means the maximum Annual Addition that may be contributed or allocated to a Participant’s Individual Account under the Plan for any Limitation Year.
For Limitation Years beginning before January I, 2002, the Maximum Permissible Amount will not exceed the lesser of
a.
the Defined Contribution Dollar Limitation, or
b.
25 percent of the Participant’s Compensation for the Limitation Year.
For Limitation Years beginning on or after January 1, 2002, except for Catch-up Contributions, the Maximum Permissible Amount will not exceed the lesser of
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.
The compensation limitation referred to in (b) will not apply to any contribution for medical benefits after separation from service (within the meaning of Code section 40l(h) or 419A(f)(2)) that is otherwise treated as an Annual Addition.
If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year
12


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MONTHS OF ELIGIBILITY SERVICE
Means the consecutive months period, as specified in the Adoption Agreement, beginning on the Employee’s date of hire during which an Employee completes at least the number of Hours of Service specified in the Adoption Agreement, if applicable. The method used to determine the Months of Eligibility Service must be administered in a uniform and nondiscriminatory manner. Employees do not complete the Months of Eligibility Service until they complete the required number of Hours of Service and reach the end of the consecutive month period.
NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
Means any contribution, other than Roth Elective Deferrals, made to the Plan by or on behalf of a Participant that is included in the Participant’s gross income in the year in which made and that is maintained under a separate account to which earnings and losses are allocated.
NORMAL RETIREMENT AGE
Means the age specified in the Adoption Agreement. If the Employer enforces a mandatory retirement age, the Normal Retirement Age is the lesser of that mandatory age or the age specified in the Adoption Agreement. If no age is specified in the Adoption Agreement, the Normal Retirement Age will be age 59½ if the Plan is a profit sharing plan or age 62 if the Plan is a money purchase pension plan.
OWNER-EMPLOYEE
Means an individual who is a sole proprietor or who is a partner owning more than ten-percent of either the capital or the profits interest of the partnership.
PARTICIPANT
Means any Employee or former Employee of the Employer who has met the Plan’s age and service requirements, has entered the Plan, and who is or may become eligible to receive a benefit of any type from this Plan or whose Beneficiary may be eligible to receive any such benefit.
PARTICIPANT’S BENEFIT
Means the Participant’s Individual Account as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Participant’s Individual Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Participant’s Benefit for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.
PARTICIPATING EMPLOYER
Means an employer who is not a Related Employer of the Adopting Employer and who executes a corporate resolution. An employer who is a Related Employer of a Participating Employer but not of the Adopting Employer will not be considered a Participating Employer unless it also executes a corporate resolution.
PERMISSIVE AGGREGATION GROUP
Means the Required Aggregation Group of plans plus any other plan or plans of the Employer that, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Code sections 40l(a)(4) and 410.
PERIOD OF SERVICE
Means the aggregate of all time periods beginning on the Employee’s date of hire or rehire and ending on the date a Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. If the Plan is using the Elapsed Time method of determining eligibility service, this definition of Period of Service will replace the definitions of Year of Eligibility Service found in this Definitions Section of the Plan. If the Plan is using the Elapsed Time method of determining vesting service, this definition of Period of Service will replace the definition of and Year of Vesting Service found in this Definitions Section of the Plan.


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PERIOD OF SEVERANCE
Means a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the Severance from Service Date.
PLAN
Means the prototype defined contribution plan adopted by the Employer that is intended to satisfy the requirements of Code section 401 and ERISA section 501. The Plan consists of this Basic Plan Document, the corresponding Adoption Agreement, and any attachments or amendments, as completed and signed by the Adopting Employer, including any amendment provisions adopted prior to the Effective Date of the Plan that are not superseded by the provisions of this restated Plan.
PLAN ADMINISTRATOR
The Adopting Employer will be the Plan Administrator unless the managing body of the Adopting Employer designates a person or persons other than the Adopting Employer as the Plan Administrator and so notifies the Trustee (or Custodian, if applicable). The managing body of the Adopting Employer may also appoint a successor Plan Administrator. The Adopting Employer will also be the Plan Administrator if the person or persons so designated ceases to be the Plan Administrator and a successor Plan Administrator is not appointed. The Adopting Employer may establish an administrative committee that will carry out the Plan Administrator’s duties. Members of the administrative committee may allocate the Plan Administrator’s duties among themselves. If the managing body of the Adopting Employer designates a person or persons other than the Adopting Employer as Plan Administrator, such person or persons will serve at the pleasure of the Adopting Employer and will serve pursuant to such procedures as such managing body may provide. Each such person will be bonded as may be required by law. The term Plan Administrator will include any person authorized to perform the duties of the Plan Administrator and properly identified to the Trustee or Custodian as such.
Where the Adopting Employer dies, becomes incapacitated, or is otherwise unable to fulfill its duties, and neither the Adopting Employer nor the managing body of the Adopting Employer will or can appoint a successor Plan Administrator within a reasonable period of time thereafter, the Plan Administrator may appoint a successor Plan Administrator. Where the Plan Administrator will not or cannot appoint a successor Plan Administrator, a majority of Participants in the Plan will have the authority to appoint a successor Plan Administrator but will not be obligated to do so if engaging a majority of Participants would result in unreasonable time, expense, or administrative burden. The Prototype Document Sponsor will in no case be designated as the Plan Administrator. The Plan Administrator will be a named Fiduciary of the Plan for purposes of ERISA section 402(a), and the Plan Administrator must ensure that the authority over the portion of the Fund subject to the trust requirements of ERISA section 403(a) is assigned to a Discretionary Trustee, a Directed Trustee (subject to the proper and lawful directions of the Plan Administrator), or an investment manager.
PLAN SEQUENCE NUMBER
Means the three-digit number the Adopting Employer assigned to the Plan in the Adoption Agreement. The Plan Sequence Number identifies the number of qualified retirement plans the Employer maintains or has maintained. The Plan Sequence Number is 001 for the Employer’s first qualified retirement plan, 002 for the second, etc.
PLAN YEAR
Means the 12-consecutive month period that coincides with the Adopting Employer’s tax year or such other 12-consecutive month period as is designated in the Adoption Agreement. Notwithstanding the preceding, a Plan Year may be a period less than 12 months, as defined in the Adoption Agreement.
PRE-AGE 35 WAIVER
A Participant who will not yet attain age 35 as of the end of any current Plan Year may make a special Qualified Election to waive the Qualified Preretirement Survivor Annuity for the period beginning on the date of such election and ending on the first day of the Plan Year in which the Participant will attain age 35. Such election will not be valid unless the Participant receives an explanation of the Qualified Preretirement Survivor Annuity in such terms as are comparable to the explanation required in Plan Section 5.10(D)(l). Qualified Preretirement Survivor Annuity coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age 35. Any new waiver on or after such date will be subject to the full requirements of Plan Section 5.10.
PRE-TAX ELECTIVE DEFERRALS
Means Elective Deferrals that are not included in a Contributing Participant’s gross income at the time deferred. Unless otherwise designated by a Contributing Participant, if the Plan permits Roth Elective Deferrals, Elective Deferrals will be characterized as Pre-Tax Elective Deferrals.


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PRESENT VALUE
Unless otherwise elected in the Adoption Agreement, for purposes of establishing the Present Value of benefits under a defined benefit plan to compute the top-heavy ratio, any benefit will be discounted only for mortality and interest based on the interest rate and mortality table specified for this purpose in the defined benefit plan.
PRIMARY BENEFICIARY
Means the individual(s) or entity/ies named as a Beneficiary under the Plan who has an unconditional right to all or a portion of a Participant’s Individual Account upon the Participant’s death.
PRIOR PLAN DOCUMENT
Means a plan document that was replaced by adoption of this Plan document as indicated in the Adoption Agreement.
PROJECTED ANNUAL BENEFIT
Means the annual retirement benefit (adjusted to an actuarially equivalent Straight Life Annuity if such benefit is expressed in a form other than a Straight Life Annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan, assuming that
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.
PROTOTYPE DOCUMENT SPONSOR
Means the entity specified in the Adoption Agreement that makes this prototype plan document available to employers for adoption.
QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
Means Matching Contributions described in Plan Section 3.01(F)(3).
QACA ADP TEST SAFE HARBOR CONTRIBUTIONS
Means any QACA Basic Matching Contributions, QACA Enhanced Matching Contributions, and QACA Safe Harbor Nonelective Contributions.
QACA BASIC MATCHING CONTRIBUTIONS
Means Matching Contributions made pursuant to the QACA formula described in Adoption Agreement Section Three, in an amount equal to 100 percent of the amount of the Employee’s Elective Deferrals that do not exceed one-percent of the Employee’s Compensation for the Plan Year, plus 2) 50 percent of the amount of the Employee’s Elective Deferrals that exceed one-percent of the Employee’s Compensation but do not exceed six-percent of the Employee’s Compensation for the Plan Year, if applicable.
QACA ENHANCED MATCHING CONTRIBUTIONS
Means Matching Contributions described in Code section 40l(k)(12)(B)(iii) and made pursuant to the QACA formula elected by the Employer in the Adoption Agreement.
QACA SAFE HARBOR CONTRIBUTIONS
Means Employer Contributions made pursuant to the QACA Safe Harbor provisions in Plan Section 3.01(F).
QACA SAFE HARBOR NONELECTIVE CONTRIBUTIONS
Means Employer Contributions made in an amount equal to at least three-percent of each Participant’s Compensation on behalf of each Eligible Employee, unless otherwise specified in the Adoption Agreement. Such contributions will be made without regard to whether a Participant makes an Elective Deferral or a Nondeductible Employee Contribution.
QUALIFIED AUTOMATIC CONTRIBUTION ARRANGEMENT (QACA)
Means a Plan whereby Eligible Employees are automatically enrolled as Contributing Participants in the Plan and that requires Employer Contributions to the Plan as outlined in Plan Section 3.01(F) and Code sections 401(k)(13) and 401(m)(12) in order to be deemed to satisfy certain nondiscrimination testing requirements.


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QUALIFIED DOMESTIC RELATIONS ORDER
A.     In General - Means a Domestic Relations Order
1.    that creates or recognizes the existence of an Alternate Payee’s rights to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Plan, and
2.    with respect to which the requirements described in the remainder of this section are met.
B.     Specification of Facts -A Domestic Relations Order will be a Qualified Domestic Relations Order only if the order clearly specifies
1.    the name and last known mailing address (if any) of the Participant and the name and mailing address of each Alternate Payee covered by the order,
2.    the amount or percentage of the Participant’s benefits to be paid by the Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined,
3.    the number of payments or period to which such order applies, and
4.    each plan to which such order applies.
C.     Additional Requirements - In addition to paragraph (B) above, a Domestic Relations Order will be considered a Qualified Domestic Relations Order only if such order
1.    does not require the Plan to provide any type or form of benefit, or any option not otherwise provided under the Plan,
2.    does not require the Plan to provide increased benefits, and
3.    does not require benefit to an Alternate Payee that are required to be paid to another Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order.
D.     Exception for Certain Payments - A Domestic Relations Order will not be treated as failing to meet the requirements above solely because such order requires that payment of benefits be made to an Alternate Payee
1.    on or after the date on which the Participant attains (or would have attained) the earliest retirement age as defined in Code section 414(p)(4)(B),
2.    as if the Participant had retired on the date on which such payment is to begin under such order, and
3.    in any form in which such benefits may be paid under the Plan to the Participant (other than in a Qualified Joint and Survivor Annuity) with respect to the Alternate Payee and their subsequent spouse.
QUALIFIED ELECTION
Means a waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity will not be effective unless 1) the Participant’s Spouse consents to the election (either in writing or in any other form permitted under rules promulgated by the IRS and DOL), 2) the election designates a specific Beneficiary, including any class of beneficiaries or any contingent beneficiaries, that may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent), 3) the Spouse’s consent acknowledges the effect of the election, and d) the Spouse’s consent is witnessed by a Plan representative or notary public. Additionally, a Participant’s waiver of the Qualified Joint and Survivor Annuity will not be effective unless the election designates a form of benefit payment that may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). If it is established to the satisfaction of a Plan representative that there is no Spouse or that the Spouse cannot be located, a waiver by the Participant will be deemed a Qualified Election. In addition, if the Spouse is


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legally incompetent to give consent, the Spouse’s legal guardian, even if the guardian is the Participant, may give consent. If the Participant is legally separated or the Participant has been abandoned (within the meaning of local law) and the Participant has a court order to such effect, spousal consent is not required unless a Qualified Domestic Relations Order provides otherwise.
Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may not be obtained) will be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations will not be limited. No consent obtained under this provision will be valid unless the Participant has received notice as provided in Plan Section 5.10(D).
QUALIFIED JOINT AND SURVIVOR ANNUITY
Means an immediate annuity for the life of the Participant with a survivor annuity for the life of the Spouse that is not less than 50 percent and not more than 100 percent of the amount of the annuity that is payable during the joint lives of the Participant and the Spouse and that is the amount of benefit that can be purchased with the Participant’s vested account balance. The percentage of the survivor annuity under the Plan will be 50 percent, unless a different percentage is elected by the Adopting Employer in the Adoption Agreement.
QUALIFIED MATCHING CONTRIBUTIONS
Means Matching Contributions that are nonforfeitable when made to the Plan and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Elective Deferrals.
QUALIFIED NONELECTIVE CONTRIBUTIONS
Means Employer Contributions (other than Matching Contributions, Qualified Matching Contributions, or Employer Profit Sharing Contributions) allocated to Participants’ Individual Accounts that the Participants may not elect to receive in cash until distributed from the Plan; that are nonforfeitable when made to the Plan; and that are distributable only in accordance with the distribution provisions (other than hardships) that are applicable to Elective Deferrals.
QUALIFIED OPTIONAL SURVIVOR ANNUITY
Means an annuity I) for the life of the Participant with a survivor annuity for the life of the Spouse that is equal to the “applicable percentage” of the amount of the annuity that is payable during the joint lives of the Participant and the Spouse, and 2) that is the actuarial equivalent of a single annuity for the life of the Participant. If the survivor annuity provided by the Qualified Joint and Survivor Annuity is less than 75 percent of the annuity payable during the joint lives of the Participant and the Spouse, the applicable percentage is 75 percent. If the survivor annuity provided by the Qualified Joint and Survivor Annuity is greater than or equal to 75 percent, the applicable percentage is 50 percent.
QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
Means a survivor annuity for the life of the surviving Spouse of the Participant if the payments are not less than the amounts that would be payable as a survivor annuity under the Qualified Joint and Survivor Annuity under the Plan in accordance with Code section 417(c).
QUALIFYING CONTRIBUTING PARTICIPANT
Means a Contributing Participant who satisfies the requirements described in Plan Section 3.02 to be entitled to receive a Matching Contribution (and Forfeitures, if applicable) for a Plan Year.
QUALIFYING EMPLOYER SECURITY(IES)
Means stock that is issued by the Employer and transferred to this Plan and that is subject to the requirements of ERISA section 407 and meets the requirements of ERISA section 407(d)(5).


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QUALIFYING PARTICIPANT
A Participant is a Qualifying Participant and is entitled to share in the Employer Contribution for any Plan Year if the Participant was a Participant on at least one day during the Plan Year and satisfies any additional conditions specified in the Adoption Agreement. If this Plan is a standardized plan, unless the Employer specifies more favorable conditions in the Adoption Agreement, a Participant will be a Qualifying Participant for a Plan Year if the Participant either completes more than 500 Hours of Service (three consecutive calendar months if the Elapsed Time method of determining service applies) during the Plan Year or is employed on the last day of the Plan Year. The determination of whether a Participant is entitled to share in the Employer Contribution will be made as of the last day of each Plan Year.
RECIPIENT
Means an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Code section 414(p), are Recipients with regard to the interest of the Spouse or former Spouse.
RELATED EMPLOYER
Means an employer who, along with another employer, is a member of 1) a controlled group of corporations (as defined in Code section 414(b) as modified by Code section 415(h)), 2) a commonly controlled trade or business (as defined in Code section 414(c) as modified by Code section 415(h)) or 3) an affiliated service group (as defined in Code section 414(m) (and any other entity required to be aggregated with another employer pursuant to Treasury regulations under Code section 414(0)).
REQUIRED AGGREGATION GROUP
Means 1) each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether the Plan has terminated), and 2) any other qualified plan of the Employer that enables a plan described in 1) to meet the requirements of Code section 40l(a)(4) or 410.
REQUIRED BEGINNING DATE
Means April 1 of the calendar year following the calendar year in which the Participant attains age 70½ or retires, whichever is later, except that benefit distributions to a five-percent owner must commence by the April 1 of the calendar year following the calendar year in which the Participant attains age 70½. Notwithstanding the preceding, the Required Beginning Date is one of the following as selected by the Adopting Employer in the Adoption Agreement:
1.    the Required Beginning Date of a Participant is April 1 of the calendar year following the calendar year in which the Participant attains age 70½;
2.    the Required Beginning Date of a Participant is April 1 of the calendar year following the calendar year in which the Participant attains age 70½, except that benefit distributions to a Participant (other than a five-percent owner) with respect to benefits accrued after the later of the adoption or effective date of an amendment to the Plan that implements the changes to the Required Minimum Distribution rules of this Definition must commence by the later of the April 1 of the calendar year following the calendar year in which the Participant attains age 70½ or retires; or
3.    the Required Beginning Date of a Participant is 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 except that benefit distributions to a five-percent owner must commence by the April 1 of the calendar year following the calendar year in which the Participant attains age 70½;
a.    any Participant (other than a five-percent owner) attaining age 70½ after 1995 may elect by the April 1 of the calendar year following the year in which the Participant attained age 70½, (or by December 31, 1997, in the case of a Participant attaining age 70½ in 1996) to defer distributions until the calendar year following the calendar year in which the Participant retires. An election to defer distributions will be deemed made by a Participant who does not request a minimum distribution by April 1 of the year following the year in which the Participant attains age 70½.;
b.    any Participant (other than a five-percent owner) attaining age 70½ before 1997 may elect to stop distributions and recommence by April 1 of the calendar year following the year in which the Participant retires. To satisfy the Joint and


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Survivor Annuity Requirements described in Plan Section 5.10, the requirements in Notice 97-75, Q&A 8, must be satisfied for any Participant who elects to stop distributions. There is either (as elected by the Employer in the Adoption Agreement);
i.    a new annuity starting date upon recommencement, or
ii.    no new annuity starting date upon recommencement.
A Participant is treated as a five-percent owner for purposes of this section if such Participant is a five-percent owner as defined in Code section 416 at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70½.
Once distributions have begun to a five-percent owner under this section, they must continue to be distributed, even if the Participant ceases to be a five- percent owner in a subsequent year.
If a 2009 RMD or Extended 2009 RMD was not removed from the Plan for any Participant according to Code section 401(a)(9)(H) and the Plan was subject to the Qualified Joint and Survivor Annuity provisions in 2009, the requirements of IRS Notice 97-75, Q&A 8, must have been satisfied.
Unless otherwise elected in a plan amendment addressing Code section 401(a)(9)(H), no new Annuity Starting Date applied upon recommencement of RMDs for 2010.
ROTH ELECTIVE DEFERRALS
Means Elective Deferrals that are includible in a Contributing Participant’s gross income at the time deferred and have been irrevocably designated as Roth Elective Deferrals by the Contributing Participant in their deferral election.
ROTH IRA
Means an individual retirement account as defined in Code section 408A.
SAFE HARBOR CODA
Means a Plan that has elected to make contributions in accordance with Plan Section 3.03.
SAFE HARBOR CONTRIBUTIONS
Means Employer Contributions made pursuant to either the Safe Harbor CODA provisions in Plan Section 3.03 or the QACA provisions in Plan Section 3.01(F).
SAFE HARBOR NONELECTIVE CONTRIBUTIONS
Means Employer Contributions made in an amount equal to at least three-percent of each Participant’s Compensation on behalf of each Eligible Employee, unless otherwise specified in the Adoption Agreement. Such contributions will be made without regard to whether a Participant makes an Elective Deferral or a Nondeductible Employee Contribution.
SELF-EMPLOYED INDIVIDUAL
Means an individual who has Earned Income for the taxable year from the trade or business for which the Plan is established, including an individual who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year.
SEPARATE FUND
Means a subdivision of the Fund held in the name of a particular Participant or Beneficiary representing certain assets held for that Participant or Beneficiary.
The assets that comprise a Participant’s Separate Fund are those assets earmarked for the Participant and also those assets subject to the Participant’s individual direction pursuant to Plan Section 7.22(B).


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SEVERANCE FROM EMPLOYMENT
Means when an Employee ceases to be an Employee of the Employer maintaining the Plan. An Employee does not have a Severance from Employment if, in connection with a change of employment, the employee’s new employer maintains such plan with respect to the employee.
SEVERANCE FROM SERVICE DATE
Means the date the Employee ceases to be employed by the Employer, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise first absent from service.
SIMPLE 401(k) YEAR
Means the calendar year and applies only if the Employer has adopted a SIMPLE 401(k) Plan.
SIMPLE IRA
Means an individual retirement account that satisfies the requirements of Code sections 408(p) and 408(a).
SPOUSE
Means the Spouse or surviving Spouse of the Participant, provided that a former Spouse will be treated as the Spouse or surviving Spouse and a current Spouse will not be treated as the Spouse or surviving Spouse to the extent provided under a Qualified Domestic Relations Order.
STRAIGHT LIFE ANNUITY
Means an annuity payable in equal installments for the life of the Participant that terminates upon the Participant’s death.
TAXABLE WAGE BASE
Means, with respect to any taxable year, the contribution and benefit base in effect in Section 230 of the Social Security Act at the beginning of the Plan Year.
TERMINATION OF EMPLOYMENT
Means that the employment status of an Employee ceases for any reason other than death. An Employee who does not return to work for the Employer on or before the expiration of an authorized leave of absence from such Employer will be deemed to have incurred a Termination of Employment when such leave ends.
TOP-HEAVY PLAN
Means a Plan determined to be a Top-Heavy Plan for any Plan Year pursuant to Plan Section 7.19.
TRADITIONAL IRA
Means an individual retirement account as defined in Code section 408(a).
TRUSTEE
Means, if applicable, an individual, individuals, or corporation specified in the Adoption Agreement as Trustee or any duly appointed successor as provided in Plan Section 8.05. A corporate Trustee must be a bank, trust company, broker, dealer, or clearing agency as defined in Labor Regulation section 2550.403(a)-1(b).
VALUATION DATE
Means the valuation date or dates as specified in the Adoption Agreement. If no date is specified in the Adoption Agreement, the Valuation Date will be the last day of the Plan Year and each additional date designated by the Plan Administrator that is selected in a uniform and nondiscriminatory manner when the assets of the Fund are valued at their then fair market value. Notwithstanding the preceding, for purposes of calculating the top heavy ratio, the Valuation Date will be the last day of the initial Plan Year and the last day of the preceding Plan Year for each subsequent Plan Year.
VESTED
Means nonforfeitable, that is, an unconditional and legally enforceable claim against the Plan that is obtained by a Participant or the Participant’s Beneficiary to that part of an immediate or deferred benefit under the Plan that arises from a Participant’s Years of Vesting Service.


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VESTED ACCOUNT BALANCE
Means the aggregate value of the Participant’s Vested account balances derived from Employer and Nondeductible Employee Contributions (including rollovers and transfers), whether Vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant’s life. This definition will apply to a Participant who is vested in amounts attributable to Employer Contributions, Nondeductible Employee Contributions, or both at the time of death or distribution.
YEAR OF ELIGIBILITY SERVICE
Means a 12-consecutive month period that coincides with an Eligibility Computation Period during which an Employee completes at least 1,000 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement), or such period specified in the Period of Service definition, if applicable. Employees are not credited with a Year of Eligibility Service until they complete the required number of Hours of Service and reach the end of the 12-consecutive month period.
The Plan may be amended to change the method of crediting service between the Hours of Service method of determining service and the Elapsed Time method provided each Employee with respect to whom the method of crediting service is changed is afforded the protection described in Treasury Regulation section l.410(a)-7(g) and other applicable rules promulgated by the IRS.
YEAR OF VESTING SERVICE
Means a Plan Year during which an Employee completes at least 1,000 Hours of Service (or such lesser number of Hours of Service specified in the Adoption Agreement for this purpose), or such period specified in the Period of Service definition, if applicable. Notwithstanding the preceding sentence, if the Adopting Employer so indicates in the Adoption Agreement, vesting will be computed by reference to the 12-consecutive month period beginning with the Employee’s Employment Commencement Date and each successive 12-month period commencing on the anniversaries thereof, or some other 12-consecutive month period.
Years of Vesting Service will not include any period of time excluded from Years of Vesting Service in the Adoption Agreement. However, if an Employee becomes ineligible to participate in the Plan because they are no longer a member of an eligible class of Employees, but has not incurred a Break in Vesting Service, such Employee will continue to accumulate Years of Vesting Service.
In the event the Plan Year is changed to a new 12-month period, Employees will receive credit for Years of Vesting Service, in accordance with the preceding provisions of this definition, for each of the Plan Years (the old and new Plan Years) that overlap as a result of such change.
The Plan may be amended to change the method of crediting service between the Hours of Service method of determining service and the Elapsed Time method provided each Employee with respect to whom the method of crediting service is changed is afforded the protection described in Treasury Regulation section l.410(a)-7(g) and other applicable rules promulgated by the IRS.
Section 1.      EFFECTIVE DATES
Pursuant to the DEFINITIONS Section of the Plan, the Effective Date means the date the Plan becomes effective as indicated in the Adoption Agreement. However, certain provisions of the Plan may have effective dates different from the Plan Effective Date, if, for example, the Plan is amended after the Effective Date.
Section 2.      ELIGIBILITY REQUIREMENTS
2.01
ELIGIBILITY TO PARTICIPATE
Each Employee, except an Employee who belongs to a class of Employees excluded from participation as indicated in the Adoption Agreement, will be eligible to participate in this Plan upon satisfying the age and eligibility service requirements specified in the Adoption Agreement. If no age is specified in the Adoption Agreement, there will not be an age requirement. If no option for eligibility service is selected, no eligibility service will be required.
Notwithstanding the preceding paragraph, if the Adoption Agreement does not give Employers the option to restrict participation of certain classes of Employees, the following Employees will be excluded from participation in the Plan.
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-


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percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in Treasury Regulation section l.410(b)-9. For this purpose, the term “Employee representatives” does not include any organization in which more than half of the members are Employees who are owners, officers, or executives of the Employer.
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.
Notwithstanding the preceding, Employees who are not eligible to participate in the Plan because of their classification as part-time, seasonal or temporary employees, or any other employment classification that is directly or indirectly based on the number of Hours of Service that an Employee is customarily scheduled to work, will become eligible to participate in the Plan as of the Entry Date coincident with or next following such Employee’s satisfaction of 1,000 Hours of Service in an Eligibility Computation Period.
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
If an Employee who had been a Participant becomes ineligible to participate because they are no longer a member of an eligible class of Employees, but has not incurred a Break in Eligibility Service, such Employee will participate immediately following the date of reemployment upon their return to an eligible class of Employees. If such Employee incurs a Break in Eligibility Service, their eligibility to participate will be determined by Plan Section 2.04.
An Employee who is not a member of the eligible class of Employees will become a Participant immediately upon becoming a member of the eligible class, provided such Employee has satisfied the age and eligibility service requirements. Unless otherwise elected in the Adoption Agreement, if such Employee has not satisfied the age and eligibility service requirements as of the date they become a member of the eligible class, such Employee will become a Participant on the first Entry Date coinciding with or following the date they satisfy those requirements.
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.


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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
The Plan Administrator will determine the eligibility of each Employee to be a Participant. This determination will be conclusive and binding upon all persons except as otherwise provided herein or by law.
2.06
TERMS OF EMPLOYMENT
Nothing with respect to the establishment of the Plan and trust or any action taken with respect to the Plan, nor the fact that a common law Employee has become a Participant will give to that Employee any right to employment or continued employment or to grant any other rights except as specifically set forth in this Plan document, ERISA, or other applicable law; nor will the Plan or trust limit the right of the Employer to discharge an Employee or to otherwise deal with an Employee without regard to the effect such treatment may have upon the Employee’s rights under the Plan.
Section 3.      CONTRIBUTIONS
3.01
ELECTIVE DEFERRALS
Each Employee who satisfies the eligibility requirements specified in the Adoption Agreement for making Pre-Tax Elective Deferrals and/or Roth Elective Deferrals, if applicable, may begin making such Elective Deferrals to the Plan by enrolling as a Contributing Participant.
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.
Notwithstanding the dates set forth in Plan Section 3.01(A) as of which a Participant may enroll as a Contributing Participant, the Plan Administrator will have the authority to designate, in a nondiscriminatory manner, additional enrollment dates during the 12- month period beginning on the Effective Date (or the date that Elective Deferrals may commence, if later) in order that an orderly first enrollment might be completed. In addition, if the Adopting Employer has indicated in the Adoption Agreement that Participants may make separate deferral elections with respect to bonuses, Participants will be afforded a reasonable period of time before the issuance of such bonuses to elect to defer all, none, or part of them into the Plan. Such an election to defer all or part of a bonus will be independent of any other salary reduction agreement and will not constitute a modification to any pre-existing salary reduction agreement. If a Plan permits both Pre-Tax and Roth Elective Deferrals and the Participant fails to designate whether their Elective Deferrals are Pre-Tax or Roth Elective Deferrals, the Participant will be deemed to have designated the Elective Deferrals as Pre-Tax Elective Deferrals.
Notwithstanding anything in this Plan to the contrary, if this Plan is subject to ERISA, the Employer shall deliver Elective Deferrals to the Trustee (or Custodian, if applicable) as soon as such contributions can reasonably be segregated from the general assets of the Employer. In no event, however, will Elective Deferrals be deposited with the Trustee (or Custodian, if applicable) later than the 15 th business day of the month following the month in which the Elective Deferrals would otherwise have been payable to a Participant in cash or by such other deadline determined under rules promulgated by the DOL. If this Plan is not subject to ERISA, the Employer shall deposit Elective Deferrals with the Trustee (or Custodian, if applicable) as of such time as is required by the IRS and DOL.


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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


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subject to any other Plan rules otherwise applicable to Elective Deferrals. 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.
An Employer who adopts the ACA provisions will comply with the notice requirements described in item 4 below.
An Employer who adopts the ACA provisions as described in this Plan Section 3.01(E)(l) will establish uniform and nondiscriminatory procedures designed to ensure that all Employees who are eligible to participate or Contributing Participants are provided with an effective opportunity to make or modify their salary deferral elections. Such procedures will include, but are not limited to, the means by which notice will be provided to each Employee or Contributing Participant of their right to complete a salary reduction agreement specifying a different amount or percentage of Compensation (including no Compensation) to be contributed to the Plan and a reasonable period of time for completing such a salary reduction agreement.
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
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 401(a)(l 7), 402(g), and 415 or to comply with Treasury Regulation section 1.40l(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 EACA provisions will be subject to any other Plan rules otherwise applicable to Elective Deferrals. 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.
An Employer who adopts the EACA provisions described in this Plan Section 3.01(E)(2) will establish uniform and nondiscriminatory procedures designed to ensure that all Employees who are eligible to participate or Contributing Participants are provided with an effective opportunity to make and modify their salary deferral elections. Such procedures will include, but are not be limited to, the means by which notice will be provided to each Employee or Contributing Participant of the right to complete a salary reduction agreement specifying a different amount or percentage of Compensation (including no Compensation) to be contributed to the Plan, and a reasonable period for completing such a salary reduction agreement.
An Employer who adopts the EACA provisions will comply with the election period and notice requirements described in items 4 and 5 below.
An Employer who makes EACA contributions as Elective Deferrals on behalf of those Employees who are eligible to participate and who are designated in the Adoption Agreement, if applicable, will be deemed to have affected those Employees for purposes of the EACA notice requirements. Participants with salary deferral agreements will be deemed to be affected for purposes of the EACA notice requirements where the Employer makes EACA


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contributions as Elective Deferrals on behalf of those current Employees designated in the Adoption Agreement. As a result, Participants with salary deferral agreements must also be provided with a notice pursuant to the EACA notice requirements described in item 4 below.
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.
Notwithstanding the preceding, the Employer may change these notice requirements pursuant to rules promulgated by the IRS or DOL.
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.


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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.
An Employer who adopts the QACA provisions will establish uniform and nondiscriminatory procedures designed to ensure that all Eligible Employees or Contributing Participants are provided with an effective opportunity to make and modify their salary deferral election. Such procedures will include, but not be limited to, the means by which the notice will be provided to each Eligible Employee or Contributing Participant of the right to complete a salary reduction agreement specifying a different amount or percentage of Compensation (including no Compensation) to be contributed to the Plan, and a reasonable period for completing such a salary reduction agreement.
An Employer who adopts the QACA provisions will comply with the election period and notice requirements described in items (5) and (6) below.
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.
The Employer may make QACA ADP Test Safe Harbor Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted by law and regulations. Such QACA ADP Test Safe Harbor Contributions will satisfy the ADP and ACP testing requirements of the Plan, provided such contributions are the only Matching Contributions and nonelective contributions made to the Plan, in accordance with Code sections 40l(k:)(13) and


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401(m)(l2). QACA ADP Test Safe Harbor Contributions will be made to the designated Employees, and will be Vested according to the vesting schedule selected by the Employer, as indicated in the Adoption Agreement. QACA Safe Harbor Nonelective Contributions cannot be made with regard to permitted disparity rules under Code section 401(1). Notwithstanding the preceding, the Employer may reduce, cease, or suspend Elective Deferrals made on behalf of Eligible Employees so as not to exceed the limits of Code sections 401(a)(17), 402(g), and 415, or to comply with Treasury Regulation section l.401(k)-3(c)(6)(v)(B).
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.
If the Employer has elected to make ACP Test Safe Harbor Contributions only when needed to use Forfeitures timely, the ACP Test Safe Harbor Contributions will be allocated in a manner 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. If the Employer makes QACAACP Test Safe Harbor Matching Contributions, such contributions will satisfy the ACP safe harbor requirements of Code section 401(m) (l2), provided that they do not exceed statutory limits of Code sections 401(k:)(13) and 401(m)(12) as described in the Adoption Agreement. Matching Contributions made to the Plan that exceed the limits of Code sections 40l(k:)(13) and 401(m)(12) will subject the Plan to ACP testing.
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.
An Employer who adopts the QACA Elective Deferral increase feature described in this Plan Section 3.01(F)(4) will establish uniform and nondiscriminatory procedures designed to ensure that each Contributing Participant is


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provided an effective opportunity to make and modify their salary deferral election such that QACA Elective Deferral increases will not apply to such Participant.
Such procedures include, but are not limited to, the means by which notice will be provided to each Contributing Participant of their right to complete a salary reduction agreement discontinuing QACA Elective Deferral increases and a reasonable period of time for completing such a salary reduction agreement.
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.
Notwithstanding the preceding, the Employer may change these notice requirements pursuant to rules promulgated by the IRS or DOL.
Notwithstanding the preceding, the Employer will also satisfy the QACA notice requirements of this Plan Section 3.01(F)(5) if the Employer provides a contingent notice that would otherwise satisfy the requirements in the preceding paragraph except that, in lieu of specifying the amount of QACA Safe Harbor Nonelective Contribution, the notice states that the Employer will determine during the Plan Year whether to make a QACA Safe Harbor Nonelective Contribution. If a contingent notice is provided and the Employer decides to make a QACA Safe Harbor Nonelective Contribution the Employer must deliver a follow-up notice to each Eligible Employee no later than 30 days (or any other reasonable period) before the last day of the Plan Year notifying the Employee of the QACA Safe Harbor Nonelective Contribution, and must execute all necessary Plan amendments. !fan Employer fails to provide a follow-up notice, no QACA Safe Harbor Nonelective Contribution will be required, and the Plan will not qualify as a QACA for that year. The Plan may qualify as a QACA for subsequent years following proper notice and contributions.
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


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provisions, will be treated as a new Employee for purposes of determining the appropriate Elective Deferral rate, the Initial Period, and the availability of permissible withdrawals.
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.
The total Elective Deferrals to a SIMPLE 401(k) Plan for any Eligible Employee cannot exceed the limitation on Elective Deferrals in effect for the SIMPLE 401(k)Year. The limitation on Elective Deferrals to a SIMPLE 401(k) Plan is $6,000 for 2000, $6,500 for 2001, $7,000 for 2002, and increased by $1,000 for each SIMPLE 401(k) Year thereafter up to $10,000 for 2005 and later years. After 2005, the $10,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code section 408(p)(2) (E). Any such adjustments will be in multiples of$500. Beginning in 2002, the amount of an Eligible Employee’s Elective Deferrals permitted for a SIMPLE 401(k) Year is increased for Employees age 50 or older by the end of the SIMPLE 401(k) Year by the amount of allowable Catch-up Contributions. The amount of allowable Catch-up Contributions is $500 for 2002, increasing by $500 for each year thereafter up to $2,500 for 2006. After 2006, the $2,500 limit will be adjusted by the Secretary of the Treasury for the cost-of-living increases under Code section 414(v)(2)(C). Catch-up Contributions are otherwise treated the same as other Elective Deferrals.
In addition to any other election periods provided under the Plan, each Eligible Employee in a SIMPLE 401(k) Plan may make or modify a salary reduction agreement during the 60-day period immediately preceding each January 1.
For the SIMPLE 401(k) Year an Employee becomes eligible to make Elective Deferral contributions under a SIMPLE 401(k) Plan, the 60-day election period requirement described above is deemed satisfied if the Employee may make or modify a salary reduction agreement during a 60-day period that includes either the date the Employee becomes eligible or the day before.
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.


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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.
An Employer who adopts the automatic Elective Deferral increase feature described in this Plan Section 3.01(K) will establish uniform and nondiscriminatory procedures designed to ensure that each Contributing Participant is provided an effective opportunity to modify their salary deferral election such that automatic increase of Elective Deferrals will not apply to such Employee. Such procedures will include, but are not limited to, the means by which notice will be provided to each Employee of their right to opt out of the automatic Elective Deferral increases and a reasonable period of time for completing such procedure.
In addition to the preceding, the Plan Administrator may, in a uniform and nondiscriminatory manner, establish operational procedures to enable all Contributing Participants, including those who were not automatically enrolled as Contributing Participants pursuant to the ACA, EACA, or QACA Plan provisions, to elect to have their Elective Deferrals automatically increased.
3.02
MATCHING CONTRIBUTIONS
The Employer may elect to make Matching Contributions under the Plan on behalf of Qualifying Contributing Participants as provided in the Adoption Agreement. To be a Qualifying Contributing Participant for a Plan Year, the Participant must make Elective Deferrals (or Nondeductible Employee Contributions, if the Employer has agreed to match such contributions) for the Plan Year, satisfy any age and eligibility service and other requirements that are specified for Matching Contributions in the Adoption Agreement, and also satisfy any additional conditions set forth in the Adoption Agreement for this purpose. The Employer may make Matching Contributions at the same time as it contributes Elective Deferrals or at any other time as permitted by law and regulation. The proper 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 Matching Contributions are delivered to the Trustee (or Custodian, if applicable) or at the end of the Plan Year provided the amount of Matching Contributions is determined in a uniform and nondiscriminatory manner. If the Employer makes 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.
For Plan Years beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section l.401(k) and l.40l(m) became effective), Matching Contributions with respect to a non-Highly Compensated Employee taken into account under the Actual Contribution Percentage (ACP) test cannot exceed the greatest of 1) five-percent of Compensation, 2) the amount of the Qualifying Contributing Participant’s Elective Deferrals, and 3) the product of two times the plan’s representative matching rate and the Qualifying Contributing Participant’s Elective Deferrals for a year. The ‘‘representative matching rate,” for this purpose, is the lowest matching rate for any eligible non-Highly Compensated Employee among a group of eligible non-Highly Compensated Employees that consists of one-half of all non Highly Compensated Employees for the Plan Year who make Elective Deferrals for the Plan Year (or if greater, the lowest matching rate for all eligible non-Highly Compensated Employees in the Plan who are employed by the Employer on the last day of the Plan Year and who make Elective Deferrals for the Plan Year). The “matching rate” is generally the Matching Contribution made for a Qualifying Contributing Participant, divided by their Elective Deferrals for the year. If the matching rate is not the same for all levels of Elective Deferrals, the matching rate is determined assuming that a Qualifying Contributing Participant’s Elective Deferrals are equal to six-percent of Compensation.
Notwithstanding the preceding, if an Eligible Employer has established a SIMPLE 40l(k) Plan, the Employer will contribute a Matching Contribution to the Plan on behalf of each Employee who makes an Elective Deferral contribution as set forth in Plan Section 3.01(1). The amount of the Matching Contribution will be equal to the Employee’s Elective Deferral contribution up to a limit of three percent of the Employee’s Compensation for the entire SIMPLE 401(k) Year. For any year, instead of a Matching Contribution to a SIMPLE 401(k) Plan, however, the Employer may elect to contribute a nonelective contribution of two-percent of Compensation for the full SIMPLE 40l(k) Year for each Eligible Employee who received at


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least $5,000 of Compensation (or such lesser amount as elected by the Employer in the Adoption Agreement) for the SIMPLE 401(k) Year.
3.03
SAFE HARBOR CODA
If the Adopting Employer has elected the Safe Harbor CODA option in the Adoption Agreement, and if the provisions of this Plan Section 1 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 40l(m)(2) will not apply. To the extent that any other provision of the Plan is inconsistent with the provisions of this Plan Section 3.03, the provisions of this section will apply. If the Adopting Employer so provides in the Adoption Agreement, the 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 I) 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.
An Employer who adopts the Safe Harbor CODA provisions will comply with the notice requirements and election period described in items Plan Sections 3.03(C) and (D) below.
In accordance with Treasury Regulation sections 1.401(k)-1(e)(7) and 1.401(m)-1(c)(2), it is impermissible for the Employer to use ADP and ACP testing for a Plan Year in which it is intended for the plan, through its written terms, to be a Code section 401(k) safe harbor plan and Code section 40l(m) safe harbor plan and the Employer fails to satisfy the requirements of such safe harbors for the Plan Year.
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.
In addition, such contributions cannot be made with regard to permitted disparity rules under Code section 401(1).
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.
If the Employer has elected to make ACP Test Safe Harbor Contributions only when needed to use Forfeitures timely, the ACP Test Safe Harbor Contributions will be allocated in a manner 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. If the Employer makes ACP Test Safe Harbor Matching Contributions, such contributions will satisfy the ACP safe


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harbor requirements of Code section 401(m)(11), provided that they do not exceed statutory limits of Code sections 401(k)(l2) and 401(m)(11) as described in the Adoption Agreement. Matching Contributions made to the Plan that exceed the limits of Code sections 401(k)(12) and 401(m)(11) will subject the Plan to ACP testing.
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.
Notwithstanding the preceding, the Employer will also satisfy the notice requirements of this Plan Section 3.03(C) if the Employer provides a contingent notice that would otherwise satisfy the requirements in the preceding paragraph, except that in lieu of specifying the amount of the ADP Test Safe Harbor Contribution, the notice states that the Employer will determine during the Plan Year whether to make a Safe Harbor Nonelective Contribution. If a contingent notice is provided and the Employer decides to make a Safe Harbor Nonelective Contribution, the Employer must deliver a follow-up notice to each Eligible Employee no later than 30 days (or any other reasonable period) before the last day of the Plan Year notifying them of the Safe Harbor Nonelective Contribution and must execute all necessary Plan amendments. If an Employer fails to provide a follow-up notice, no Safe Harbor Nonelective Contribution will be required, and the Plan will not qualify as a Safe Harbor CODA for that year. The Plan may qualify as a Safe Harbor CODA for subsequent years following proper notice and contributions.
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.
Any Employer Contribution for a Plan Year must satisfy Code section 401(a)(4) and the corresponding Treasury Regulations for such Plan Year.


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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


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Agreement. If the Adopting Employer has selected the integrated contribution or allocation formula and no integration level is selected in the Adoption Agreement, the Taxable Wage Base will be the integration level. The maximum disparity rate will be determined in accordance with the following table.
MAXIMUM DISPARITY RATE
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.
Compensation will mean compensation as defined in the Definition Section of the Plan, without regard to any exclusions selected in Adoption Agreement Section Six.
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


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Profit Sharing Contributions or Employer Money Purchase Pension Plan Contributions to which the Participants may be entitled to for the Plan Year in which the Employer Prevailing Wage Contribution is made. There will be no eligibility requirements and entry will be immediate for Employer Prevailing Wage Contributions. For each Hour of Service of covered employment under a government contract, the Employer will contribute to the Plan such amounts for each Participant as determined by the hourly rate designated for each Participant’s work classification on the wage determination sheet, or part thereof, as determined by the Employer pursuant to the terms of the contracts to which the Employer is a party and that are subject to the provisions of any federal, state, or municipal prevailing wage law to which the Employer is a party.
For all purposes under the Plan other than eligibility, contribution, allocation, and vesting determinations (e.g., testing and distribution eligibility), Employer Prevailing Wage Contributions will be designated as follows.
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;


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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.
If the minimum coverage test is performed after any Employer Contribution has been allocated and the Plan fails the minimum coverage test, the Employer will make an additional contribution to the Plan on behalf of those Participants that are entitled thereto pursuant to items (i) through (iii) above. The amount of the contribution for such Participants will be determined pursuant to the Plan’s allocation formula.
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.


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Step 1.
Determine each Qualifying Participant’s number of points based upon the following formula:
Points = .01 x Compensation x allocation factor derived from the allocation factor tables set forth in Adoption Agreement Section 10.
The pre-retirement and post-retirement interest rate used to calculate the annual Employer Profit Sharing Contribution will be eight and a half percent.
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


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Adoption Agreement; provided that for purposes of this allocation, “Qualifying Participants” will mean only those Participants who are not Highly Compensated Employees and “Employer Profit Sharing Contributions” will mean only those contributions allocated to Participants who are not Highly Compensated Employees.
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.
The Employer Profit Sharing Contribution will be allocated as follows:


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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.
The number of eligible non-Highly Compensated Employees to which a particular allocation rate applies must reflect a reasonable classification of Employees. An allocation rate is the amount of Employer Profit Sharing Contributions allocated to a Qualifying Participant for a Plan Year, expressed as a percentage of Compensation.
The Employer must provide the Plan Administrator or Trustee, if applicable, written instructions describing the portion of the Employer Profit Sharing Contribution to be allocated to each allocation group. The instructions must be provided no later than the Employer’s tax return due date, including extensions, for the tax year that includes the end of the Plan Year for which the allocation is made.
If the Adopting Employer has chosen pre-determined allocation groups in the Adoption Agreement, the allocation group to which each Qualifying Participant belongs will be determined on a date or dates determined by the Plan Administrator in a uniform and nondiscriminatory manner. A Qualifying Participant is not required to be included in more than one allocation group for a Plan Year. In the event that a Qualifying Participant is included in more than one allocation group, the Qualifying Participant’s share of the Employer Profit Sharing Contribution allocated to each group will be based on the Qualifying Participant’s Compensation for the part of the Plan Year the Participant was in the group.
If a new comparability allocation group formula is selected in the Adoption Agreement, unless otherwise specified in the Adoption Agreement the following provisions will apply.
Individual Allocation Groups - Each Qualifying Participant will constitute a separate allocation group.
Pro Rata Formula - If an allocation group formula is selected, Employer Profit Sharing Contributions will be allocated 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. The amounts so allocated will satisfy the minimum allocation gateway requirements set forth in the Plan and will not exceed the limits imposed by Code section 415.
Interest Rate Assumption and Mortality Table - The pre-retirement and post-retirement interest rate assumption will be eight and a half percent and the mortality table will be the UP-1984 Mortality Table.
Minimum Allocation Gateway - The Plan will satisfy the minimum allocation gateway by reallocating preliminary contributions or hypothetical contributions made to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated Employee equals the lesser of 1) the amount determined by reallocating 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 as described in Plan Section 3.04(B)(10)(b) or 2) the amount determined by reallocating contributions allocated to Highly Compensated Employees to non-Highly Compensated Employees so that the allocation to each non-Highly Compensated Employee equals at least five percent of the non-Highly Compensated Employee’s Compensation (if the definition of Compensation is not within the meaning of Compensation as described in Part A of the definition of Compensation in the Plan’s Definition section, a definition which is within the meaning of Compensation


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as described in Part A of the definition of Compensation in the Plan’s Definition section will apply) in the manner as described in Plan Section 3.04(B)(10)(c).
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.
A Qualifying Participant will not be considered to have accrued an Employer Profit Sharing Contribution until the allocation meets the requirements under Code section 401(a)(4) and its associated regulations. If a new comparability allocation formula is selected in the Adoption Agreement, the allocation may satisfy the general test of Treasury Regulation section 1.401(a)(4)-2 either on a benefits or a contribution basis.
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.
The Plan satisfies a minimum allocation gateway for a plan that is not a combination of permissively aggregated defined contribution and defined benefit plans if it otherwise satisfies Treasury Regulation section l.401(a)(4)-8(b)(l)(vi). The Plan will satisfy such gateway if it meets one of the two following formulas.
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.
If a selection is made in the Adoption Agreement to satisfy a minimum allocation gateway and to reallocate hypothetical contributions from Highly Compensated Employees to non-Highly Compensated Employees


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in order to provide each non- Highly Compensated Employee with an allocation rate that is equal to at least one-third of the allocation rate of the Highly Compensated Employee with the highest allocation rate, then, to the extent necessary, the following steps will be taken.
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.
If a selection is made in the Adoption Agreement to satisfy a minimum allocation gateway under new comparability and to reallocate hypothetical contributions from Highly Compensated Employees to non-Highly Compensated Employees in order to provide each non-Highly Compensated Employee with 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, then, to the extent necessary, the following steps will be taken.


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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.
The Employer must make additional contributions to a Participant who is a non-Highly Compensated Employee and who receives only a top-heavy minimum contribution or a Safe Harbor Nonelective Contribution, in order to satisfy the minimum allocation gateway. The amount of such additional contribution will be equal to the difference between the amount required to satisfy the minimum allocation gateway and the top-heavy minimum or Safe Harbor Nonelective Contribution received by such Employee, whichever is applicable.


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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).
Forfeitures must be applied as of the last day of the Plan Year in which the Forfeitures arose or, if necessary, any subsequent Plan Year following the Plan Year in which the Forfeiture arose. Notwithstanding the preceding, Forfeitures must be applied in a uniform and nondiscriminatory manner if applied either to the payment of the Plan’s administrative expenses or to the restoration of Participants’ Individual Accounts pursuant to Plan Section 4.01(C)(3). Forfeitures that are reallocated to Participants’ Individual Accounts need not be reallocated to the same contribution source from which they were forfeited.
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


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Key Employee’s Compensation, as limited by Code section 401(a)(17), allocated on behalf of any Key Employee for that year. The minimum allocation is determined without regard to any Social Security contribution. Unless the Adopting Employer, in the Adoption Agreement, elects to allocate a top-heavy contribution to Participants who are Key Employees, only Participants who are not Key Employees will be entitled to receive the minimum allocation. Notwithstanding the preceding, if the Employer maintains a defined benefit plan in addition to this Plan and specifies in the Adoption Agreement that the minimum allocation will be made to this Plan, then except as provided in (3) and (4) below, Employer Contributions and Forfeitures allocated on behalf of any Participant who is not a Key Employee will not be less than five-percent of such Participant’s Compensation. For purposes of the preceding sentences, the largest percentage of Employer Contributions and Forfeitures as a percentage of each Key Employee’s Compensation will be determined by treating Elective Deferrals as Employer Contributions. This minimum allocation will be made even though under other Plan provisions, the Participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the year because of 1) the Participant’s failure to complete 1,000 Hours of Service (or any comparable period provided in the Plan), or the Participant’s failure to make mandatory Nondeductible Employee Contributions to the Plan, or 3) had Compensation less than a stated amount.
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.


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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.
In the event that the Commissioner of Internal Revenue determines that the Plan is not initially qualified under the Code, any contributions made incident to that initial qualification by the Employer must be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for 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.
In the event that a contribution made by the Employer under this Plan is conditioned on deductibility and is not deductible under Code section 404, the contribution, to the extent of the amount disallowed, must be returned to the Employer within one year after the deduction is disallowed.
If applicable, no contract will be purchased under the Plan unless such contract or a separate definite written agreement between the Employer and the insurer provides that no value under contracts providing benefits under the Plan or credits determined by the insurer (on account of dividends, earnings, or other experience rating credits, or surrender or cancellation credits) with respect to such contracts may be paid or returned to the Employer or diverted to or used for other than the exclusive benefit of the Participants or their Beneficiaries.
However, 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
The Employer may elect to make Qualified Nonelective Contributions under the Plan as selected in the Adoption Agreement. The amount of such contribution, if any, to the Plan for each Plan Year, will be determined by the Employer. Notwithstanding anything to the contrary in the Plan, the Employer may make Qualified Nonelective Contributions to the Plan in the amount necessary to satisfy testing requirements.
Qualified Nonelective Contributions Used to Satisfy Testing Requirements - If the current-year testing rules apply to the Plan, in lieu of distributing Excess Contributions or Excess Aggregate Contributions as provided in Plan Sections 5.13 and 5.14, the Employer may, if permitted in the Adoption Agreement, use all or any portion of the Qualified Nonelective Contributions to satisfy either the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both. The option to use all or any portion of the Qualified Nonelective Contributions to satisfy either the Actual Deferral Percentage test or the Actual Contribution Percentage test is not available if prior-year testing rules apply to the Plan.
Notwithstanding anything to the contrary in the Plan, and in addition to, or in lieu of, the allocation formula selected in the Adoption Agreement, Qualified Nonelective Contributions may be allocated to the Individual Accounts of a group of non-Highly Compensated Employees selected by the Employer and who are eligible Participants, following the requirements under Treasury Regulation section 1.401(k) and 1.401(m) (including the permissive disaggregation rules) for purpose of satisfying the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both. No allocation will be required in excess of the amount required to satisfy the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both. Qualified Nonelective Contributions may be made during the Plan Year for which they are being made; however, the Employer must follow the allocation requirements set forth below and unless specified otherwise in the Adoption Agreement, must adhere to the eligibility requirements applicable to Elective Deferrals, including a forfeiture of allocations where such eligibility requirements are not satisfied.
For Plan Years beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section 1.40l(k) and 1.401(m) became effective), Qualified Nonelective Contributions taken into account under the Actual Deferral Percentage (ADP) test cannot exceed the product of the non-Highly Compensated Employee’s Compensation


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and the greater of 1) five percent (ten-percent if the Qualified Nonelective Contribution is made in connection with an Employer’s obligation to pay prevailing wages under the Davis- Bacon Act plan), or 2) two times the Plan’s representative contribution rate. The “representative contribution rate,” for this purpose, is the lowest applicable contribution rate of any eligible non-Highly Compensated Employee among a group of eligible non-Highly Compensated Employees that consists of one-half of all non-Highly Compensated Employees for the Plan Year (or if greater, the lowest applicable percentage contribution rate of any eligible non-Highly Compensated Employee in the group of all eligible non-Highly Compensated Employees for the Plan Year and who is employed by the Employer on the last day of the Plan Year). The “applicable contribution rate” for these purposes is the sum of the Qualified Matching Contributions taken into account for the ADP test for the eligible non-Highly Compensated Employees for the Plan Year and the Qualified Nonelective Contributions made for the eligible non- Highly Compensated Employee for the Plan Year, divided by the eligible non-Highly Compensated Employee’s Compensation for the same period.
3.06
QUALIFIED MATCHING CONTRIBUTIONS
The Employer may elect to make Qualified Matching Contributions under the Plan. Unless otherwise elected in the Adoption Agreement, the amount of such contribution, if any, to the Plan for each Plan Year, will be determined by the Employer. If the current• year testing rules apply to the Plan and the Employer has so elected in the Adoption Agreement, in lieu of distributing Excess Contributions or Excess Aggregate Contributions as provided in Plan Sections 5.13 and 5.14, the Employer may elect in the Adoption Agreement to use Qualified Matching Contributions to satisfy either the Actual Deferral Percentage test, the Actual Contribution Percentage test, or both, pursuant to Treasury Regulations under Code sections 401(k) and 401(m). The option to use all or any portion of the Qualified Matching Contributions to satisfy either the Actual Deferral Percentage test or the Actual Contribution Percentage test is not available if prior-year testing rules apply to the Plan.
Unless another allocation formula is specified in the Adoption Agreement, Qualified Matching Contributions, if made, will be in an amount equal to that percentage of the Elective Deferrals (and Nondeductible Employee Contributions) of each non-Highly Compensated Employee that would be sufficient to cause the Plan to satisfy the Actual Contribution Percentage test, the Actual Deferral Percentage test, or both. For Plan Years beginning in 2006 (or such earlier date on which the final regulations under Treasury Regulation section 1.401(k) and 1.40l(m) became effective), if Qualified Matching Contributions exceed 100 percent of a Qualifying Contributing Participant’s Elective Deferrals, the additional ACP testing restrictions listed in Plan Section 3.02 will apply.
3.07
ROLLOVER CONTRIBUTIONS
Unless otherwise elected in the Adoption Agreement, an Employee may make Indirect Rollover and Direct Rollover contributions to the Plan from distributions made from plans described in Code sections 401(a), 403(a), 403(b), 408, and 457(b) (if maintained by a governmental entity) (excluding Nondeductible Employee Contributions and Roth Elective Deferrals except as otherwise indicated in the Adoption Agreement) unless an Employee is either an Employee of a Related Employer of the Adopting Employer that does not participate in this Plan or a member of any excluded class in Adoption Agreement Section Two and Plan Section 2.01. The Plan Administrator may require the Employee to certify, either in writing or in any other form permitted under rules promulgated by the IRS and DOL, that the contribution qualifies as a rollover contribution under the applicable provisions of the Code. If it is later determined that all or part of a rollover contribution was ineligible to be contributed to the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses attributable thereto (determined in the manner described in Plan Section 7.02(B)), be distributed from the Plan to the Employee as soon as administratively feasible.
A separate account will be maintained by the Plan Administrator for each Employee’s rollover contributions, which will be nonforfeitable at all times. Such account will share in the income and gains and losses of the Fund in the manner described in Plan Section 7.02(B). Where the Adoption Agreement does not permit Employer designation with respect to rollover contributions, the Employer may, in a uniform and nondiscriminatory manner, allow only Employees who have become Participants in the Plan to make rollover contributions.
If the Plan allows rollover contributions, 2009 RMDs and Extended 2009 RMDs distributed for 2009 will be considered Eligible Rollover Distributions and could have been rolled over to the Plan in accordance with this section and the Plan’s existing rollover contribution elections.


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3.08
TRANSFER CONTRIBUTIONS
The Adopting Employer may, subject to uniform and nondiscriminatory rules, permit elective transfers to be delivered to the Trustee (or Custodian, if applicable) in the name of an Employee from the trustee or custodian of another plan qualified under Code section 401(a). Whether any particular elective transfer will be accepted by the Plan will be determined using the uniform and nondiscriminatory rules established by the Plan Administrator, and the procedures for the receipt of such transfers by the Plan must be allowed under Code section 411(d)(6), Treasury Regulation section 1.411(d)-4, and other rules promulgated by the IRS. Nothing in this Plan prohibits the Plan Administrator from permitting (or prohibiting) Participants to transfer their Individual Accounts to other eligible plans, provided such transfers are permitted (or prohibited) in a uniform and nondiscriminatory manner. If it is later determined that all or part of an elective transfer was ineligible to be transferred into the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses attributable thereto (determined in the manner described in Plan Section 7.02(B)), be distributed from the Plan to the Employee as soon as administratively feasible. Notwithstanding the preceding, the Employer may, at its discretion, also return the amount transferred to the transferor plan or correct the ineligible transfer using any other method permitted by the IRS under regulation or other guidance.
A separate account will be maintained by the Plan Administrator for each Employee’s elective transfers, which will, if applicable, be nonforfeitable at all times. Such account will share in the income and gains and losses of the Fund in the manner described in Plan Section 7.02(B). Notwithstanding the preceding, an Employee’s separate account established solely on account of an event described in Code section 414(1) will continue to be subject to the Plan’s vesting schedule except as otherwise provided therein. If elective transfers are associated with distributable events and the Employees are eligible to receive single sum distributions consisting entirely of Eligible Rollover Contributions, the elective transfers will be considered Direct Rollovers.
3.09
DEDUCTIBLE EMPLOYEE CONTRIBUTIONS
The Plan Administrator will not accept Deductible Employee Contributions that are made for a taxable year beginning after December 31, 1986. Contributions made before that date will be maintained in a separate account, which will be nonforfeitable at all times. The account will share in the gains and losses of the Fund in the same manner as described in Plan Section 7.02(B). No part of the Deductible Employee Contributions account will be used to purchase life insurance. Subject to Plan Section 5.10 (if applicable), the Participant may withdraw any part of the Deductible Employee Contribution account by making a written application to the Plan Administrator.
3.10
NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
If this Plan is subject to Code section 401(k) and the Adopting Employer so allows in the Adoption Agreement, a Participant may contribute Nondeductible Employee Contributions to the Plan by enrolling as a Contributing Participant pursuant to the applicable provisions of Plan Section 3.01. The Employer will establish uniform and nondiscriminatory rules and procedures for Nondeductible Employee Contributions as it deems necessary and advisable including, but not limited to, rules describing any amounts or percentages of Compensation that Participants may or must contribute to the Plan. Nondeductible Employee Contributions for Plan Years beginning after December 31, 1986, together with any Matching Contributions, will be limited so as to satisfy the Actual Contribution Percentage test in Plan Section 3.14. Notwithstanding the preceding, contributions made to the Plan on an after-tax basis (e.g., to repay defaulted loans or to buy back previously forfeited amounts as described in Plan Section 4.(1)(3)) do not constitute Nondeductible Employee Contributions and will not, therefore, be subject to the nondiscrimination test of Code section 401(m) or the Annual Additions limits of Code section 415.
A separate account will be maintained by the Plan Administrator for the Nondeductible Employee Contributions of each Participant.
3.11
OTHER LIMITATIONS ON SIMPLE 401(K) CONTRIBUTIONS
If the Employer has established a SIMPLE 401(k) Plan, no Employer or Employee contributions may be made to this Plan for the SIMPLE 401(k) Year other than Elective Deferrals described in Plan Section 3.01(1), Matching or nonelective contributions described in Plan Section 3.02, and rollover contributions described in Plan Section 3.07.
3.12
LIMITATION ON ALLOCATIONS


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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


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than the Maximum Permissible Amount, no amount will be contributed or allocated to the Participant’s Individual Account under this Plan for the Limitation Year.
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.
The Plan must satisfy the ADP test using either the prior-year testing or current-year testing requirements described below. Notwithstanding the preceding, and unless otherwise elected in the Adoption Agreement, the prior-year testing method described below will apply to this Plan.


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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.
For the first Plan Year that the Plan permits any Participant to make Elective Deferrals and if this is not a successor Plan, for purposes of the preceding tests, the prior year’s non-Highly Compensated Employees’ ADP will be three-percent unless the Adopting Employer has elected in the Adoption Agreement to use the actual Plan Year’s ADP for these Participants.
Notwithstanding the preceding, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement, the current-year testing provisions described in Plan Section 3.13(A)(4) will apply. In addition, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement and the Adoption Agreement does not permit the Employer to designation the ADP testing method, the current-year testing provisions described in Plan Section 3.13(A)(4) will apply.
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).
Notwithstanding the preceding, the Plan will be treated as meeting the ADP test if, within a reasonable period before any Plan Year, each Participant eligible to participate is given a notice (either in writing or in any other form permitted by Treasury Regulations or other rules promulgated by the IRS) that satisfies the requirements of Code section 401(k:)(12)(D), and the Employer makes ADP Test Safe Harbor Contributions pursuant to Code sections 401(k)(12)(B) and (C), respectively.
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.


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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


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Plan Administrator requires Contributing Participants to reduce or cease making Elective Deferrals under this paragraph, the reduction or cessation will begin with the Highly Compensated Employee with either the largest amount of Elective Deferrals or the highest Contribution Percentage for the Plan Year (on the date on which it is determined that the ADP test will not likely be satisfied), as elected by the Plan Administrator. All remaining Highly Compensated Employees’ Elective Deferrals for the Plan Year will be limited to such amount. Notwithstanding the preceding, if it is later determined that the ADP test for the Plan Year will be satisfied, Highly Compensated Employees will be permitted to enroll again as Contributing Participants in accordance with the terms of the Plan.
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.


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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.
The Plan must satisfy the ACP test using either the prior-year testing or current-year testing requirements described below. Notwithstanding the preceding, and unless otherwise elected in the Adoption Agreement, the prior-year testing method described below will apply to this Plan.
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.
For the first Plan Year, if this Plan 1) permits any Participant to make Nondeductible Employee Contributions, 2) provides for Matching Contributions, or 3) both, and 4) this is not a successor Plan, for purposes of the preceding tests, the prior year’s non-Highly Compensated Employees’ ACP will be three-percent unless the Employer has elected in the Adoption Agreement to use the Plan Year’s ACP for these Participants.
Notwithstanding the preceding, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement, the current-year testing provisions described in Plan Section 3.14(A)(4) will apply. In addition, if the Adopting Employer has elected the Safe Harbor CODA or the QACA option in the Adoption Agreement and the Adoption Agreement does not permit Employer designation with respect to the ADP testing method, the current-year testing provision in Plan Section 3.14(A)(4) will apply.
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


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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


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or to include only the amount of such Qualified Nonelective Contributions that are needed to meet 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.
Section 4.      VESTING AND FORFEITURES
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


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by the Employer in an amendment adopting provisions of the Pension Protection Act of2006 (PPA). In addition, all Employer Profit Sharing Contributions or Employer Money Purchase Pension Contributions made to the Plan for Plan Years beginning before January 1, 2007, that were previously subject to a less favorable vesting schedule will be subject to the vesting schedule in effect after January 1, 2007, unless otherwise elected by the Employer in an amendment adopting provisions of PPA.
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.
Further, unless otherwise elected in the Adoption Agreement, an Employee is fully Vested if the Employee dies, incurs a Disability, or satisfies the conditions for Early Retirement Age (if applicable). Notwithstanding the preceding, the portion of an Employee’s Individual Account attributable to Employer Profit Sharing Contributions or Employer Money Purchase Pension Contributions that are made based on their imputed Compensation on account of incurring a Disability will be fully Vested at all times. In the case of a partial termination, only those Employees who are affected by the partial termination of the Plan will become fully Vested.
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


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Contributions vesting schedule 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.
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.
A Participant will not be fully Vested in their Individual Account solely on account of a transaction described in Code section 414(1), except as otherwise provided therein.
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.
Notwithstanding the other provisions of this Plan Section 4.01 (unless those provisions provide for more rapid vesting), the top• heavy Vested portion of a Participant’s Individual Account derived from Employer Contributions and Forfeitures is determined by applying the vesting schedule(s) selected in the Adoption Agreement for the source to which the contribution is attributable.
The vesting schedule(s) selected in the Adoption Agreement applies to all benefits within the meaning of Code section 411(a)(7), except for those benefits that are nonforfeitable under the Code (e.g., Nondeductible Employee Contributions, including benefits accrued before the effective date of Code section 416 and benefits accrued before the Plan became a Top-Heavy Plan, Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions, and ADP Test Safe Harbor Contributions). Further, no decrease in a Participant’s Vested percentage may occur in the event the Plan’s status as a Top-Heavy Plan changes for any Plan Year. However, this Plan Section 4.01(B) does not apply to the Individual Account of any Employee who does not have an Hour of Service after the Plan has initially become a Top-Heavy Plan, and such Employee’s Individual Account attributable to Employer Contributions and Forfeitures will be determined without regard to this Plan Section 4.01(B).
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.


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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.
Any restoration of a Participant’s Individual Account pursuant to this Plan Section 4.0 l(C)(3) will be made from other Forfeitures, income or gain to the Fund, or contributions made by the Employer.
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:


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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.
Standard Formula: X – P (AB+D) - D
For purposes of the standard formula described above, “P” is the Vested percentage at the relevant time; “AB” is the separate account balance at the relevant time; and “D” is the amount of the distribution.
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
The Participant’s accrued benefit derived from Elective Deferrals, Qualified Nonelective Contributions, ADP Test Safe Harbor Contributions, Nondeductible Employee Contributions, and Qualified Matching Contributions is nonforfeitable. Separate accounts for Pre-Tax Elective Deferrals, Roth Elective Deferrals, Qualified Nonelective Contributions, Nondeductible Employee Contributions, Matching Contributions, and Qualified Matching Contributions will be maintained for each Participant. Each account will be credited with the applicable contributions and earnings thereon.
4.03
FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
Matching Contributions, other than Qualified Matching Contributions, will be Vested in accordance with the vesting schedule for Matching Contributions in the Adoption Agreement. In any event, an Employee’s Matching Contributions will be fully Vested at Normal Retirement Age, upon the complete or partial termination of the Plan, or upon the complete discontinuance of Employer Contributions. Notwithstanding any other provisions of the Plan, Matching Contributions or Qualified Matching Contributions must be forfeited if the contributions to which they relate are Excess Elective Deferrals (unless the Excess Elective Deferrals are for non-Highly Compensated Employees, in which event the Plan Administrator will have discretion as to whether such amounts will be forfeited), Excess Contributions, Excess Aggregate Contributions, or Excess Annual Additions that are distributed pursuant to Plan Section 3.12(A)(4). Such Forfeitures will be allocated in accordance with Plan Section 3.04(C).
When a Participant incurs a Termination of Employment, whether a Forfeiture arises with respect to Matching Contributions will be determined in accordance with Plan Section 4.01(C).
4.04
FORFEITURES OF QACA ADP TEST SAFE HARBOR CONTRIBUTIONS AND QACA ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS
Notwithstanding any other provisions of the Plan, QACA Basic Matching Contributions, QACA Enhanced Matching Contributions, or QACA ACP Test Safe Harbor Matching Contributions must be forfeited if the contributions to which they relate are Excess Elective Deferrals (unless the Excess Elective Deferrals are for non-Highly Compensated Employees, in which event the Plan Administrator will have discretion as to whether such amounts will be forfeited), or Excess Annual Additions that are distributed according to provisions in Plan Section 3.12. Such Forfeitures will be allocated in accordance with Plan Section 3.04(C) as it relates to Matching Contributions.


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Matching Contributions (adjusted for gain or loss) that have been allocated to a Contributing Participant’s account under the EACA or QACA provisions, and that relate to Elective Deferrals permissively withdrawn, must be forfeited. Such Forfeitures will be allocated in accordance with Plan Section 3.04(C) as it relates to Matching Contributions.
When a Participant incurs a Termination of Employment, whether a Forfeiture arises, with respect to QACA Basic Matching Contributions, QACA Enhanced Matching Contributions, QACA Safe Harbor Nonelective Contributions, or QACA ACP Test Safe Harbor Matching Contributions, will be determined in accordance with Plan Section 4.01(C).
Section 5.      DISTRIBUTIONS AND LOANS TO PARTICIPANTS
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.
Such amounts may also be distributed upon any one of the following events:
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;


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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).
All distributions that may be made pursuant to one or more of the preceding distribution eligibility requirements are subject to the spousal and Participant consent requirements (if applicable) contained in Code section 401(a)(l1) and 417. In addition, distributions that are triggered by either a., b., or c. above must be made in a lump sum.
Notwithstanding the preceding, ADP Test Safe Harbor Contributions or QACA ADP Test Safe Harbor Contributions are subject to the same distribution restrictions as listed above for Elective Deferrals, except that no distribution can be made from ADP Test Safe Harbor Contributions or QACA ADP Test Safe Harbor Contributions due to the existence of a hardship as described in Plan Section 5.01(C)(2).
Notwithstanding the preceding, unless otherwise elected in the Adoption Agreement, contributions made to the Plan under the EACA or QACA provisions of the Plan may be distributed as permissible withdrawals in accordance with the following:
Permissible Withdrawals - Elective Deferrals made according to the Plan under either the EACA or the QACA (provided the QACA otherwise satisfies Code section 414(w)) provisions may be withdrawn from the Plan penalty free if the following conditions are satisfied. First, the permissible withdrawal is made pursuant to an election to withdraw by the Participant. Second, unless otherwise elected in the Adoption Agreement, the election to withdraw made by the Participant is made no later than the date that is 30 days after the date of the first Elective Deferral of such Participant made under either the EACA or QACA provisions (i.e., after the pay date the Compensation would otherwise have been included in gross income). For purposes of determining the date of the first default elective contribution, all EACAs under the Plan covering Employees who cannot be disaggregated under Code section 410(b) must be aggregated. Third, the permissible withdrawal consists of Elective Deferrals (adjusted for gain or loss) made to the Plan under the EACA or QACA provisions through the effective date of the election. The effective date of the election to withdraw will be no later than the earlier of 1) the pay date for the second payroll period beginning after the election is made, or 2) the first pay date that occurs at least 30 days after the election was made.
An affirmative election made by a Participant will not restrict their right to take a permissible withdrawal provided the conditions above are satisfied. Matching Contributions (adjusted for gain or loss) that have been allocated to a Participant’s account under the EACA or QACA provisions, and that relate to Elective Deferrals permissively withdrawn, must be forfeited and excluded from nondiscrimination testing. Such Forfeitures will be allocated in accordance with Plan Section 3.04(C) as it relates to Matching Contributions. Matching


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Contributions need not be made if the Elective Deferrals to which they relate are withdrawn before the date the Matching Contributions would otherwise have been allocated.
Distributions made pursuant to the permissible withdrawal provisions found in this Plan Section 5.01(A)(2) are not subject to the spousal and Participant consent requirements (if applicable) contained in Code section 401(a)(11) and 417.
For years beginning after 2005, if both Pre-Tax Elective Deferrals and Roth Elective Deferrals were made for the year, the Plan Administrator, in a uniform and nondiscriminatory manner, may establish operational procedures, including ordering rules as permitted under the law and related regulations, that specify whether distributions, including corrective distributions of Excess Elective Deferrals, Excess Contributions, Excess Aggregate Contributions, or Excess Annual Additions, will consist of a Participant’s Pre-Tax Elective Deferrals, Roth Elective Deferrals, or a combination of both, to the extent such type of Elective Deferral was made for the year. The operational procedures may include an option for Participants to designate whether the distribution is being made from Pre-Tax or Roth Elective Deferrals.
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.
Distributions will be made based on the value of the Vested portion of the Individual Account available at the time of actual distribution. To the extent the distribution request is for an amount greater than the Individual Account, the Trustee (or Custodian, if applicable) will be entitled to distribute the entire Vested portion of the Individual Account.
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


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the Plan Administrator in a Direct Rollover to an individual retirement arrangement (as described in Code section 408(a), 408(b) or 408A) designated by the Plan Administrator.
Distributions made under this paragraph will occur following the Participant’s Termination of Employment in accordance with a uniform and nondiscriminatory schedule established by the Plan Administrator. Notwithstanding the preceding, if the Participant is reemployed by the Employer before the occurrence of the distribution, no distribution will be made under this paragraph.
The value of the Participant’s Vested Individual Account for purposes of this paragraph will be determined by including rollover contributions (and earnings allocable thereto) within the meaning of Code sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(a)(ii), and 457(e)(l6).
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.
If distribution in the form of a Qualified Joint and Survivor Annuity is not required with respect to a Participant and the value of such Participant’s Vested Individual Account exceeds the cashout level, and if the Individual Account is immediately distributable, the Participant must consent to any distribution of such Individual Account.
The consent of the Participant and the Participant’s Spouse will be obtained (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) within the 180-day period ending on the Annuity Starting Date. The Plan Administrator shall notify the Participant and the Participant’s Spouse of the right to defer any distribution until the Participant’s Individual Account is no longer immediately distributable and, for Plan Years beginning after December 31, 2006, the consequences of failing to defer any distribution. Such notification will include a general description of the material features, and an explanation of the relative values of the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code section 417(a)(3), and a description of the consequences of failing to defer a distribution, and will be provided no less than 30 days and no more than 180 days before the Annuity Starting Date.
If a distribution is one to which Code sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after the notice required in Treasury Regulation section 1.41l(a)-1l(c) is given, provided that:
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.
Notwithstanding the preceding, only the Participant need consent to the commencement of a distribution that is either made in the form of a Qualified Joint and Survivor Annuity or is made from a Plan that meets the Retirement Equity Act safe harbor rules of Plan Section 5.10(E), while the Individual Account is immediately distributable. Neither the consent of the Participant nor the Participant’s Spouse will be required to the extent that a distribution is required to satisfy Code section 401(a)(9) or Code section 415. In addition, upon termination of this Plan, if the Plan does not offer an annuity option (purchased from a commercial provider), the Participant’s Individual Account may, without the Participant’s consent, be distributed to the Participant or transferred to another defined contribution plan (other than an employee stock ownership plan as defined in Code section 4975(e)(7)) within the same controlled group.


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An Individual Account is immediately distributable if any part of the Individual Account could be distributed to the Participant (or surviving Spouse) before the Participant attains or would have attained (if not deceased) the later of Normal Retirement Age or age 62.
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.
If elected in the Adoption Agreement, a Participant in a money purchase pension plan who is not otherwise eligible to receive a distribution of their Individual Account may take a distribution of all or a part of their Individual Account when they reach age 62.
If the Plan 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 transfers of money purchase pension contributions when they are eligible to receive an in-service distribution of any Employer Contributions under the Plan. Notwithstanding the forgoing, if any Employer Contributions are available for an in-service distribution prior to age 62, amounts attributable to transfers of money purchase pension contributions will be available for an in-service distribution at age 62.
All in-service distributions are subject to the requirements of Plan Section 5.10, as applicable.
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


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other than those described in Plan Section 5.01(A)(2), subject to the requirements of Plan Section 5.10.
For purposes of this Plan Section 5.01(C)(2)(a), hardship is defined as an immediate and heavy financial need of the Employee where such Employee lacks other available resources. Unless otherwise elected in the Adoption Agreement, financial needs considered immediate and heavy include, but are not limited to, 1) expenses incurred or necessary for medical care, described in Code section 213(d), of the Employee, the Employee’s Spouse, dependents, or, if elected, the Employee’s Primary Beneficiary, 2) the purchase (excluding mortgage payments) of a principal residence for the Employee, 3) payment of tuition and related educational fees for the next 12 months of post-secondary education for the Employee, the Employee’s spouse, children, dependents, or, if elected, the Employee’s Primary Beneficiary, 4) payment to prevent the eviction of the Employee from, or a foreclosure on the mortgage of, the Employee’s principal residence, 5), funeral or burial expenses for the Employee’s deceased parent, Spouse, child, dependent, or, if elected, the Employee’s Primary Beneficiary, and 6) payment to repair damage to the Employee’s principal residence that would qualify for a casualty loss deduction under Code section 165 (determined without regard to whether the loss exceeds ten-percent of adjusted gross income).
A distribution will be considered necessary to satisfy an immediate and heavy financial need of the Employee only if
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.
For purposes of determining whether an Employee has a hardship, rules similar to those described in Plan Section 5.01(C)(2)(a) will apply except that only the financial needs listed above will be considered. In addition, a distribution will be considered as necessary to satisfy an immediate and heavy financial need of the Employee only if
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


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402(g) for such taxable year less the amount of such Employee’s Elective Deferrals for the taxable year of the hardship distribution.
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).
Notwithstanding the preceding, if rollover and transfer contributions are not distributable at any time and 1) either no distribution options are selected for Employer Profit Sharing Contributions or Employer Profit Sharing Contributions are not allowed in the Adoption Agreement (if the Plan is a profit sharing plan) or 2) either no


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distribution options are selected for Employer Money Purchase Pension Plan Contributions or Employer Money Purchase Pension Plan Contributions are not allowed in the Adoption Agreement (if the Plan is a Money Purchase Pension Plan), rollover contributions and elective and non-elective transfer contributions may be distributed upon 1) the Participant’s Termination of Employment, 2) the termination of the Plan, and 3) 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.
To the extent that any optional form of benefit under this Plan permits a distribution before the Employee’s retirement, death, Disability, attainment of Normal Retirement Age, or Termination of Employment, or before Plan termination, the optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred (within the meaning of Code section 414(l)) to this Plan from a money purchase pension plan or a target benefit pension plan qualified under Code section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions). In addition, unless otherwise elected in the Adoption Agreement, if such transfers consist of Elective Deferrals or amounts treated as Elective Deferrals (including earnings thereon) from a 401(k) plan, the assets transferred will continue to be subject to the distribution restrictions under Code sections 401(k)(2) and 401(k)(10).
A Participant may at any time, and upon a request submitted to the Plan Administrator (either in writing or in any other form permitted under rules promulgated by the IRS and DOL), withdraw an amount from their Individual Account attributable to Nondeductible Employee Contributions (including earnings thereon). In the event the portion of a Participant’s Individual Account attributable to Nondeductible Employee Contributions experiences a loss such that the amount remaining in such subaccount is less than the amount of Nondeductible Employee Contributions made by the Participant, the maximum amount which the Participant may withdraw is an amount equal to the remaining portion of the Participant’s Individual Account attributable to Nondeductible Employee Contributions. Subject to Plan Section 5.10, Joint and Survivor Annuity Requirements (if applicable), the Participant may withdraw any part of the Deductible Employee Contribution account by delivering an application (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Plan Administrator.
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.


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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.
Notwithstanding the preceding, the failure of a Participant (and Spouse, if applicable) to consent to a distribution while a benefit is immediately distributable, within the meaning of Plan Section 5.01(B)(2), will be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Plan Section 5.01(D)(3).
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
Unless otherwise specified in the Adoption Agreement, if the value of the Vested portion of a Participant’s Individual Account exceeds $1,000 and the Participant has properly waived the Qualified Joint and Survivor Annuity (if applicable), as described in Plan Section 5.10, the Participant may request (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) that the Vested portion of their Individual Account be paid to them in one or more of the following forms of payment: I) in a lump sum, 2) in a non-recurring partial payment, 3) in installment payments (a series of regularly scheduled recurring partial payments), or 4) applied to the purchase of an annuity contract. Notwithstanding the preceding, non-recurring partial payments may be made from the Plan either before Termination of Employment or to satisfy the requirements of Code section 401(a)(9).
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.
In the event that a Participant wishes to designate a Primary Beneficiary who is not their Spouse, their Spouse must consent (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to such designation, and the Spouse’s consent must acknowledge the effect of such designation and be witnessed by a notary public or plan representative. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction


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of the Plan Administrator that such consent may not be obtained because there is no Spouse or the Spouse cannot be located, no consent will be required. In addition, if the Spouse is legally incompetent to give consent, the Spouse’s legal guardian, even if the guardian is the Participant, may give consent. If the Participant is legally separated or the Participant has been abandoned (within the meaning of local law) and the Participant has a court order to such effect, spousal consent is not required unless a Qualified Domestic Relations Order provides otherwise. Any change of Beneficiary will require a new spousal consent to the extent required by the Code or Treasury Regulations.
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.
The value of the Participant’s Vested Individual Account for purposes of this paragraph will be determined by including rollover contributions (and earnings allocable thereto) within the meaning of Code sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).
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.


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If the value of the Vested portion of a Participant’s Individual Account exceeds $5,000 and either (1) the preretirement survivor annuity requirements of Plan Section 5.10 have been satisfied or waived in accordance or (2) the Retirement Equity Act safe harbor rules of Plan Section 5.l0(E) apply, 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.
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.
Notwithstanding the preceding provisions, a Beneficiary is permitted (subject to regulatory guidance) to directly roll over their portion of the Individual Account to an inherited individual retirement arrangement (under Code sections 408 or 408A). Such Direct Rollovers must otherwise qualify as Eligible Rollover Distributions.
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.


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For purposes of this Plan Section 5.05(8) and Plan Section 5.05(D), unless Plan Section 5.05(D)(2)(a)(iii) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Plan Section 5.05(D)(2)(a)(iii) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Plan Section 5.05(D)(2)(a)(i). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse in Plan Section 5.05(D)(2)(a)(i)), the date distributions are considered to begin is the date distributions actually commence.
Except as provided in the Adoption Agreement (or in a separate IRS model amendment, if applicable), Participants or Beneficiaries may elect on an individual basis whether the five-year rule or the life expectancy rule in Plan Section 5.05(D) applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under this Plan Section 5.05(B), or by September 30 of the calendar year that contains the fifth anniversary of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor the Beneficiary makes an election under this paragraph, distributions will be made in accordance with this Plan Section 5.05(B) and Plan Section 5.05(D) and, if applicable, the election in the Adoption Agreement (or in a separate IRS model amendment, if applicable).
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


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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.


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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


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of any distribution upon the Employee’s death, the Beneficiaries of the Employee listed in order of priority.
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


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“2002 Final and Temporary Regulations”), which are described in Plan Sections 5.05(B) through 5.05(E). If distributions were made in 2002 under either the 1987 Proposed Regulations or the 2001 Proposed Regulations before the date in 2002 on which the Plan began operating under the 2002 Final and Temporary Regulations, the special transition rule in Section 1.2 of the model amendment in Revenue Procedure 2002-29, 2002-1 C.B. 1176, applied.
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.
Unless otherwise elected in a plan amendment addressing Code section 401(a)(9)(H), if a Participant or Beneficiary described above was allowed to remove their 2009 RMD or Extended 2009 RMD but did not elect to receive such amount, the 2009 RMD or Extended 2009 RMD was retained in the Plan.
In addition, notwithstanding anything in the Plan to the contrary, if a Beneficiary’s balance was required to be distributed under Code section 401(a)(9)(B)(ii), the five-year period described in such section will be determined without regard to calendar year 2009.
5.06
ANNUITY CONTRACTS
Any annuity contract distributed under the Plan (if permitted or required by this Plan Section Five) must be nontransferable. The terms of any annuity contract purchased and distributed by the Plan to a Participant or Spouse will comply with the requirements of the Plan.
5.07
DISTRIBUTIONS IN-KIND
The Plan Administrator may, but need not, cause any distribution under this Plan to be made either in a form actually held in the Fund, or in cash by converting assets other than cash into cash, or in any combination of the two preceding methods. Assets other than cash, or other assets with a readily ascertainable market value, must be subject to a third-party appraisal before they may be distributed from the Plan.
5.08
PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
The Plan Administrator must take reasonable steps to locate Participants or Beneficiaries who are entitled to distributions from the Plan. Such measures may include checking records of other plans maintained by the Employer, contacting the Participant’s Beneficiaries, internet search tools, commercial locator services, and/or credit reporting agencies, or using certified mail or a governmental letter-forwarding service. The Plan Administrator should consider the cost of the measures relative to the Individual Account balance when determining which measures are used.
In the event that the Plan Administrator cannot locate a Participant or Beneficiary who is entitled to a distribution from the Plan, or to whom a distribution check has been issued that remains uncashed, after taking all reasonable measures to locate the Participant or Beneficiary, the Plan Administrator may, consistent with applicable laws, regulations, and other guidance under the Code or ERISA, use any reasonable procedure to dispose of distributable Plan assets including, among other things, treating the amount distributed as a Forfeiture and allocating it in accordance with the terms of the Plan and, if the Participant or Beneficiary is later located, restoring such benefit in the amount of the Forfeiture, unadjusted for earnings and losses to the Plan.
In the event the Plan is terminated, the Plan Administrator must use reasonable steps to locate missing Participants and Beneficiaries, including those who have received distributions that were treated as a Forfeiture, consistent with applicable law, regulation and guidance (including, to the extent applicable, Field Assistance Bulletin 2004-02 and the automatic rollover safe harbor regulations), and the Plan Administrator must direct payments to be made in a manner that protects the benefit rights of a Participant or Beneficiary. Benefit rights will be deemed to be protected if the amount in a Participant’s or Beneficiary’s Individual Account is placed into an IRA, used to purchase an annuity contract, or transferred to another qualified retirement plan. Benefit rights need not, however, be protected if an


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Individual Account becomes subject to state escheat laws, or if a payment is made to satisfy Code section 401(a)(9), or if such other process is followed that is consistent with applicable statutory or regulatory guidance.
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.
A Plan that is subject to the Qualified Joint and Survivor Annuity requirements must offer an additional survivor annuity option in the form of a Qualified Optional Survivor Annuity.
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


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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.
The Annuity Starting Date for a distribution in a form other than a Qualified Joint and Survivor Annuity may be less than 30 days after receipt of the explanation described in the preceding paragraph provided 1) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and elect (with spousal consent) a form of distribution other than a Qualified Joint and Survivor Annuity,
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.
In the case of a Qualified Preretirement Survivor Annuity as described in Plan Section 5.lO(C), the Plan Administrator shall provide each Participant within the applicable period for such Participant an explanation (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) of the Qualified Preretirement Survivor Annuity in such terms and in such manner as would be comparable to the explanation provided for meeting the requirements of Plan Section 5.lO(D)(l) applicable to a Qualified Joint and Survivor Annuity. The written explanation shall comply with the requirements of Treasury Regulation section l.417(a) (3)-1.
The applicable period for a Participant is whichever of the following periods ends last: 1) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35, 2) a reasonable period ending after the individual becomes a Participant, 3) a reasonable period ending after Plan Section 5.10(D)(3) ceases to apply to the Participant, and 4) a reasonable period ending after this Plan Section 5.10 first applies to the Participant. Notwithstanding the preceding, notice must be provided within a reasonable period ending after separation from service in the case of a Participant who separates from service before attaining age 35.
For purposes of applying the preceding paragraph, a reasonable period ending after the enumerated events described in 2), 3) and 4) is the end of the two-year period beginning one year before the date the applicable event occurs, and ending one year after that date. In the case of a Participant who separates from service before the Plan Year in which age 35 is attained, notice will be provided within the two-year period beginning one year before separation and ending one year after separation. If such a Participant thereafter returns to employment with the Employer, the applicable period for such Participant will be redetermined.
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


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subsidizes the costs of a benefit if no increase in cost or decrease in benefits to the Participant may result from the Participant’s failure to elect another benefit.
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.


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5.11
LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
The Plan Administrator shall be responsible for withholding federal income taxes from distributions from the Plan, unless the Participant (or Beneficiary, where applicable) elects not to have such taxes withheld. The Trustee (or Custodian, if applicable) or other payor may act as agent for the Plan Administrator to withhold such taxes and to make the appropriate distribution reports, provided the Plan Administrator furnishes all the information to the Trustee (or Custodian, if applicable) or other payor which such payor may need to properly perform withholding and reporting.
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.
Notwithstanding any other provision of the Plan, Excess Elective Deferrals, plus any income and minus any loss allocable thereto, will be distributed no later than April 15th to any Participant to whose Individual Account Excess Elective Deferrals were assigned for the preceding year and who claims Excess Elective Deferrals for such taxable year, except to the extent such Excess Elective Deferrals were classified as Catch-up Contributions. For years beginning after 2005, the Plan Administrator, in a uniform and nondiscriminatory manner, will determine whether the distribution of Excess Elective Deferrals 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.
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


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Contributions will not be treated as Excess Contributions. If such Excess Contributions are distributed more than 2½ months (six months in the case of Excess 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 Contributions were made, a ten-percent excise tax will be imposed on the Employer maintaining the Plan with respect to such amounts. Excess 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 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


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Participant’s Nondeductible Employee Contribution account, Matching Contribution account, Qualified Matching Contribution account (if any, and if all amounts therein are not used in the ADP test) and, if applicable, Qualified Nonelective Contribution account and Elective Deferral account(s) for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Aggregate Contributions for the year and the denominator of which is the Participant’s Individual Account balance(s) attributable to Contribution Percentage Amounts without regard to any income or loss occurring during such Plan Year. For taxable years beginning before 2008, income or loss allocable to Excess Aggregate 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 15 th of such month. Notwithstanding the preceding sentences, the Plan Administrator may compute the income or loss allocable to Excess Aggregate 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 Aggregate 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 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
Provided the Plan allows Participants to make Nondeductible Employee Contributions, the Plan Administrator may, in a uniform and nondiscriminatory manner, permit a Participant to elect to treat all or a portion of an Excess Contribution allocated to them as an amount distributed to the Participant and then contributed by the Participant to the Plan as a Nondeductible Employee Contribution.
Recharacterized amounts will remain nonforfeitable and subject to the same distribution requirements as Elective Deferrals. Amounts may not be recharacterized by a Highly Compensated Employee to the extent that such amount in combination with other Nondeductible Employee Contributions made by that Employee would exceed any stated limit under the Plan on Nondeductible Employee Contributions.
Recharacterization must occur no later than 2½ months (six months in the case of Excess 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 Contributions arose and is deemed to occur no earlier than the date the last Highly Compensated Employee is informed (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) of the amount recharacterized and the consequences. Recharacterized amounts will be taxable to the Participant for the Participant’s tax year in which the Participant would have received them in cash.
5.16
LOANS TO PARTICIPANTS
If the Adoption Agreement so indicates, a Participant may receive a loan from the Fund, subject to the following rules and the Plan’s loan policy.
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.


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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.
If a valid spousal consent has been obtained in accordance with Plan Section 5. l 6(E), then, notwithstanding any other provisions of this Plan, the portion of the Participant’s Vested Individual Account used as a security interest held by the Plan by reason of a loan outstanding to the Participant will be taken into account for purposes of determining the amount of the Individual Account payable at the time of death or distribution, but only if the reduction is used as repayment of the loan. If less than 100 percent of the Participant’s Vested Individual Account (determined without regard to the preceding sentence) is payable to the surviving Spouse, then the Individual Account will be adjusted by first reducing the Vested Individual Account by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving Spouse.
To avoid taxation to the Participant, unless otherwise permitted by law or regulatory guidance, no loan to any Participant or Beneficiary can be made to the extent that such loan, when added to the outstanding balance of all other loans to the Participant, would exceed the lesser of 1) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the Plan on the date the loan is made, or 2) 50 percent of the Present Value of the nonforfeitable Individual Account of the Participant. For the purpose of the above limitation, all loans from all plans of the Employer and other members of a group of employers described in Code sections 414(b), 414(c), and 414(m) are aggregated. Furthermore, any loan will by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan, unless such loan is used to acquire a dwelling unit which, within a reasonable time (determined at the time the loan is made), will be used as the principal residence of the Participant.


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Notwithstanding the preceding, a Participant will suspend their loan repayments under this Plan as permitted under Code section 414(u)(4). An assignment or pledge of any portion of the Participant’s interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract purchased under the Plan, will be treated as a loan under this paragraph.
The Plan Administrator shall administer the loan program in accordance with specific rules that are documented either in writing or in such other format as permitted by the IRS and the DOL. Such rules will include, at a minimum, the following: 1) the identity of the person or positions authorized to administer the Participant loan program, 2) the procedure for applying for loans, 3) the basis on which loans will be approved or denied, 4) limitations (if any) on the types and amounts of loans offered, 5) the procedure under the program for determining a reasonable rate of interest, 6) the types of collateral that may secure a Participant loan, and 7) the events constituting default and the steps that will be taken to preserve Plan assets in the event of such default.
Section 6.      DEFINITIONS
Unless modified in Adoption Agreement Section Six, words and phrases used in the Plan with initial capital letters will, for the purpose of this Plan, have the meanings set forth in the portion of the Plan entitled “Definitions” unless the context indicates that other meanings are intended.
Section 7.      MISCELLANEOUS
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.
No part of the corpus or income of the Fund may be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries. The Fund will be valued each Valuation Date at fair market value.
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:


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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
The Plan Administrator may establish additional accounts as it may deem necessary for the proper administration of the Plan, including, but not limited to, an account for Forfeitures as required pursuant to Plan Section 4.01(C) or (D).
If this Plan is funded by individual contracts that provide a Participant’s Benefit under the Plan, such individual contracts will constitute the Participant’s Individual Account. If this Plan is funded by group contracts under the group annuity or group insurance contract, premiums or other consideration received by the insurance company must be allocated to Participants’ Individual Accounts under the Plan.
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.


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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).
Amounts contributed between Valuation Dates will not be credited with investment gains or losses until the next following Valuation Date.
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;


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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
All reasonable expenses of administration, including, but not limited to, those involved in retaining necessary professional assistance, may be paid from the assets of the Fund. Alternatively, the Employer may, in its discretion, pay any or all such expenses. Pursuant to uniform and nondiscriminatory rules that the Plan Administrator may establish from time to time, administrative expenses and expenses unique to a particular Participant or group of Participants may be charged to the Individual Account of such Participant or Participants or may be assessed against terminated Participants even if not assessed against active Participants (subject to rules promulgated by the IRS and the DOL), or the Plan Administrator may allow


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Participants to pay such fees outside of the Plan. The Employer shall furnish the Plan Administrator with such clerical and other assistance as the Plan Administrator may need in the performance of their duties.
7.05
INFORMATION FROM EMPLOYER
To enable the Plan Administrator to perform their duties, the Employer shall supply complete, accurate, and timely information to the Plan Administrator (or their designated agents) on all matters relating to the Compensation of all Participants; their regular employment; retirement, death, Disability, Severance from Employment, or Termination of Employment; and such other pertinent facts as the Plan Administrator (or their agents) may require. The Plan Administrator shall advise the Trustee (or Custodian, if applicable) of such of the preceding facts as may be pertinent to the Trustee’s (or Custodian’s) duties under the Plan. The Plan Administrator (or their agents) is entitled to rely on such information as is supplied by the Employer and will have no duty or responsibility to verify such information. Such information, including authorizations and directions, may be exchanged among the Employer, the Plan Administrator, the Trustee (or Custodian, if applicable), or their agents through electronic, telephonic, or other means (including, for example, through the internet) pursuant to applicable servicing arrangements in effect for the Plan.
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.
However, for purposes of reliance on an opinion letter, the Prototype Document Sponsor will no longer have the authority to amend the Plan on behalf of the Employer as of the date the Employer amends the Plan to incorporate a type of plan that is not permitted under the prototype program, or as of the date the IRS notifies the Employer that the Plan is an individually designed plan due to the nature and extent of the Employer’s amendments to the Plan.
An amendment by the Prototype Document Sponsor will be accomplished by giving notice (either in writing or in any other form permitted under rules promulgated by the IRS and DOL) to the Adopting Employer of the amendment to be made. The notice will set forth the text of such amendment and the date such amendment is to be effective. Such amendment will take effect unless within the 30-day period after such notice is provided, or within such shorter period as the notice may specify, the Adopting Employer gives the Prototype Document Sponsor written notice of refusal to consent to the amendment. Such written notice of refusal will have the effect of withdrawing the Plan as a prototype plan and will cause the Plan to be considered an individually designed plan.
In addition to the amendment rights described above, the Prototype Document Sponsor will have the right to terminate its sponsorship of this Plan by providing notice (either in writing or in any other form permitted under


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rules promulgated by the IRS and DOL) to the Adopting Employer of such termination. Such termination of sponsorship will have the effect of withdrawing the Plan as a prototype plan and will cause the Plan to be considered an individually designed plan. The Prototype Document Sponsor will have the right to terminate its sponsorship of this Plan regardless of whether the Prototype Document Sponsor has terminated sponsorship with respect to other employers adopting its prototype Plan.
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.
An Adopting Employer that amends the Plan for any other reason, including a waiver of the minimum funding requirement under Code section 412(d), will no longer participate in this prototype plan and will be considered to have an individually designed plan.
An Adopting Employer who wishes to amend the Plan shall document the amendment in writing, executed by a duly authorized officer of the Adopting Employer. If the amendment is in the form of a restated Adoption Agreement, the amendment will become effective on the date provided in the Adoption Agreement. Any other amendment will become effective as described therein upon execution by the Adopting Employer and, if appropriate, the Trustee (or Custodian, if applicable). A copy of a restated Adoption Agreement or other amendment must be provided to the Prototype Document Sponsor and the Trustee (or Custodian, if applicable) before the effective date of the amendment.
The Adopting Employer further reserves the right to replace the Plan in its entirety by adopting another retirement plan which the Adopting Employer designates as a replacement 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.


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No amendment to the Plan will be effective to eliminate or restrict an optional form of benefit. The preceding sentence will not apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of their Individual Account under a particular optional form of benefit if the amendment provides a single-sum distribution form. Where this Plan document is being adopted to amend another plan that contains a protected benefit not provided for in this document, the Employer must complete a “Protected Benefit and Prior Plan Document Provisions Attachment,” describing such protected benefit which, will become part of the Plan.
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.
The period during which the election may be made will commence with the date the amendment is adopted or deemed to be made and will end the later of:
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.
With respect to benefits accrued as of the later of the adoption or effective date of the amendment, the Vested percentage of each Participant will be the greater of the Vested percentage under the old vesting schedule or the Vested percentage under the new vesting schedule.
7.07
PLAN MERGER OR CONSOLIDATION
In the case of any merger or consolidation of the Plan with, or transfer of assets or liabilities of such Plan to, any other plan, each Participant will be entitled to receive benefits immediately after the merger, consolidation, or transfer (if the Plan had then terminated) that are equal to or greater than the benefits they would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated). The Trustee (or Custodian, if applicable) has the authority to enter into merger agreements or agreements to directly transfer the assets of this Plan, but only if such agreements are made with trustees or custodians of other retirement plans described in Code section 401(a) or such other plans permitted by laws or regulations. If it is later determined that all or part of a non-elective transfer was ineligible to be transferred into the Plan, the Plan Administrator shall direct that any ineligible amounts, plus earnings or losses attributable thereto (determined in the manner described in Plan Section7.02(B)), be returned to the transferor plan or correct the ineligible transfer using any other method permitted by the IRS under regulation or other guidance.
7.08
PERMANENCY
The Employer expects to continue this Plan and make the necessary contributions thereto indefinitely, but such continuance and payment is not assumed as a contractual obligation. Neither the Adoption Agreement nor the Plan nor any amendment or modification thereof nor the making of contributions hereunder will be construed as giving any Participant or any other person any legal or equitable right against the Employer, the Trustee (or Custodian, if applicable), the Plan Administrator, or the Prototype Document Sponsor except as specifically provided herein, or as provided by law.
7.09
METHOD AND PROCEDURE FOR TERMINATION
The Plan may be terminated by the Adopting Employer at any time by appropriate action of its managing body. Such termination will be effective on the date specified by the Adopting Employer. The Plan shall terminate, if required by either


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the IRS or the DOL, if the Adopting Employer is dissolved or terminated. Written notice of the termination and effective date thereof will be given to the Trustee (or Custodian, if applicable), Plan Administrator, Prototype Document Sponsor, and the Participants and Beneficiaries of deceased Participants. The required filings (such as the Form 5500 series and others) must be made by the Adopting Employer with the IRS and any other regulatory body as required by current laws and regulations. Until all of the assets have been distributed from the Fund, the Adopting Employer must keep the Plan in compliance with current laws and regulations by making appropriate amendments to the Plan and by taking such other measures as may be required. If the Plan is abandoned by the Adopting Employer, however, a qualified termination administrator (QTA) (or other entity permitted by the IRS or DOL) may terminate the Plan according to rules promulgated by the IRS and DOL.
Notwithstanding anything to the contrary in the Plan, a reversion to the Employer of amounts contributed to the Plan that exceed the limitations imposed under Code section 415(c) may occur upon termination of the Plan according to rules promulgated by the IRS.
7.10
CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
Notwithstanding the preceding Plan Section 7.09, a successor of the Adopting Employer may continue the Plan and be substituted in the place of the present Adopting Employer. The successor and the present Adopting Employer (or, if deceased, the executor of the estate of a deceased Self-Employed Individual who was the Adopting Employer) must execute a written instrument authorizing such substitution, and the successor shall amend the Plan in accordance with Plan Section 7.06.
7.11
FAILURE OF PLAN QUALIFICATION
If the Plan fails to retain its qualified status, the Plan will no longer be considered to be part of a prototype plan, and such Employer can no longer participate under this prototype. In such event, the Plan will be considered an individually designed plan.
7.12
GOVERNING LAWS AND PROVISIONS
To the extent such laws are not preempted by federal law, the terms and conditions of this Plan will be governed by the laws of the state in which the Prototype Document Sponsor is located without regard to such state’s provisions concerning conflicts of law, unless otherwise agreed to in writing by the Prototype Document Sponsor and the Employer.
In the event of any conflict between the provisions of this Basic Plan Document and provisions of the Adoption Agreement, the summary plan description, or any related documents, the Basic Plan Document will control.
7.13
STATE COMMUNITY PROPERTY LAWS
The terms and conditions of this Plan will be applicable without regard to the community property laws of any state.
7.14
HEADINGS
The headings of the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.
7.15
GENDER AND NUMBER
Whenever any words are used herein in the masculine gender, they will be construed as though they were also used in the feminine gender in all cases where they would so apply, and whenever any words are used herein in the singular form, they will be construed as though they were also used in the plural form in all cases where they would so apply.
7.16
STANDARD OF FIDUCIARY CONDUCT
The Employer, Plan Administrator, Trustee, and any other Fiduciary under this Plan shall discharge their respective duties with respect to this Plan solely in the interests of Participants and their Beneficiaries, and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims
7.17
GENERAL UNDERTAKING OF ALL PARTIES


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All parties to this Plan and all persons claiming any interest whatsoever hereunder agree to perform any and all acts and execute any and all documents and papers that may be necessary or desirable for the carrying out of this Plan and any of its provisions.
7.18
AGREEMENT BINDS HEIRS, ETC.
This Plan shall be binding upon the heirs, executors, administrators, successors, and assigns as those terms will apply to any and all parties hereto, present and future.
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


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aggregated defined contribution plan or plans for all Key Employees, determined in accordance with 1) above, and the Present Value of accrued benefits under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all Participants, determined in accordance with I) above, and the Present Value of accrued benefits under the defined benefit plan or plans for all Participants as of the Determination Date(s), all determined in accordance with Code section 416 and the corresponding regulations. The accrued benefits under a defined benefit plan in both the numerator and denominator of the top-heavy ratio are increased for any distribution of an accrued benefit made in the one- year period ending on the Determination Date (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).
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.
The accrued benefit of a Participant other than a Key Employee will be determined under 1) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer, or 2) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code section 411(b )(1 )(C).
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)


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(l3) and 401(m)(l2). 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.
7.20
INALIENABILITY OF BENEFITS
No benefit or interest available under the Plan will be subject to assignment or alienation, either voluntarily or involuntarily. The preceding sentence will not apply to judgments and settlements described in Code section 401(a)(13)(C) and ERISA section 206(d)(4). Such sentence will, however, apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant pursuant to a Domestic Relations Order, unless such order is determined to be a Qualified Domestic Relations Order as defined in the Definitions Section of the Plan.
Generally, a Domestic Relations Order cannot be a Qualified Domestic Relations Order until January 1, 1985. However, in the case of a Domestic Relations Order entered before January 1, 1985, the Plan Administrator:
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).
Notwithstanding any provision of the Plan to the contrary, a distribution to an Alternate Payee under a Qualified Domestic Relations Order will be permitted even if the Participant affected by such order is not otherwise entitled to a distribution, and even if such Participant has not attained the earliest retirement age as defined in Code section 414(p).
7.21
BONDING
Every Fiduciary and every person who handles funds or other property of the Plan shall be bonded to the extent required by ERISA section 412 and the corresponding regulations for purposes of protecting the Plan against loss by reason of acts of fraud or dishonesty on the part of the person, group, or class, alone or in connivance with others, to be covered by such bond. The amount of the bond will be fixed at the beginning of each Plan Year and will not be less than ten-percent of the amount of funds handled. The amount of funds handled will be determined by the funds handled the previous Plan Year or, if none, the amount of funds estimated, in accordance with rules provided by the Secretary of Labor, to be handled during the current Plan Year. Notwithstanding the preceding, no bond will be less than $1,000 nor more than $500,000, except that the Secretary of Labor will have the right to prescribe an amount in excess of $500,000. In the case of a Plan that holds employer securities (within the meaning of ERISA section 407(d)(l)), the maximum bond amount is $1,000,000 or such other amount as the Secretary of Labor prescribes.
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


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Fiduciary’s responsibility to direct the Trustee (or Custodian, if applicable) as to permissible investments into which Participants may direct their individual investments.
The Plan Administrator shall direct that a Separate Fund be established in the name of each Participant who directs the investment of part or all of their Individual Account. Each Separate Fund will be charged or credited (as appropriate) with the earnings, gains, losses, or expenses attributable to such Separate Fund. No Fiduciary will be liable for any loss that results from a Participant’s individual direction. The assets subject to individual direction will not be invested in collectibles as that term is defined in Code section 408(m).
The Plan Administrator shall establish such uniform and nondiscriminatory rules relating to individual direction as it deems necessary or advisable including, but not limited to, rules describing 1) which portions of Participants’ Individual Accounts can be individually directed, 2) the frequency of investment changes, 3) the forms and procedures for making investment changes, and 4) the effect of a Participant’s failure to make a valid direction. The Plan Administrator may, in a uniform and nondiscriminatory manner, limit the available investments for Participants’ individual direction to certain specified investment options (including, but not limited to, certain mutual funds, investment contracts, deposit accounts, and group trusts). The Plan Administrator may permit, in a uniform and nondiscriminatory manner, a Beneficiary of a deceased Participant or the Alternate Payee under a Qualified Domestic Relations Order to individually direct investments in accordance with this Plan Section 7.22(B).
Notwithstanding any provision hereof to the contrary, if the Adoption Agreement permits Participants to direct investments and also names a Directed Trustee, such Participants will furnish investment instruction to the Plan Administrator under procedures adopted by the Plan Administrator consistent with the Plan, and it will be the responsibility of the Plan Administrator to provide direction to the Directed Trustee regarding the investment of such amounts. If a Participant who has the right to direct investments under the terms of the Plan fails to provide such direction to the Plan Administrator, the Investment Fiduciary shall direct the investment of such Participant’s Individual Accounts. The Plan Administrator shall maintain records showing the interest of each Participant and/or Beneficiary in the Fund unless the Directed Trustee enters into a written agreement with the Adopting Employer to keep separate accounts for each such Participant or Beneficiary.
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.


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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.
To the extent the assets of the Plan are invested in a group trust, including a collective trust fund or commingled funds maintained by a bank or similar financial organization, the declaration of trust of such composite trust will be deemed to be a part of the Plan, and any investment in such composite trust will be subject to all of the provisions of such declaration of trust, as the same may be amended or supplemented from time to time.
If the responsibility for directing investments for Elective Deferrals (and earnings) is executed by someone other than the Participants, the acquisition of Qualifying Employer Securities will be limited to ten-percent of the fair market value of the assets of the Plan, to the extent required by ERISA section 407(b)(2).
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


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Contributions and Forfeitures allocated to a Participant’s Individual Account at any particular time as follows.
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.
If this Plan is a profit sharing plan, the above incidental benefits limits do not apply to life insurance contracts (1) purchased by an Employee who has been a Participant in the Plan for five or more years, (2) purchased with Employer Contributions and Forfeitures that have been in the Participant’s Individual Account for at least two full Plan Years, measured from the date such contributions were allocated, or (3) purchased using rollover contributions. For purposes of this Plan Section 7.22(E)(l), transfer contributions will be considered Employer Contributions, and therefore may be used to pay contract premiums. No part of the Deductible Employee Contribution account will be used to purchase life insurance.
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.


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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.
Notwithstanding any other provision herein, and except as may be otherwise provided by ERISA, the Employer will indemnify and hold harmless the insurer, its officers, directors, employees, agents, heirs, executors, successors, and assigns, from and against any and all liabilities, damages, judgments, settlements, losses, costs, charges, or expenses (including legal expenses) at any time arising out of or incurred in connection with any action taken by such parties in the performance of their duties with respect to this Plan, unless there has been a final adjudication of gross negligence or willful misconduct in the performance of such duties.
Further, except as may be otherwise provided by ERISA, the Employer will indemnify the insurer from any liability, claim, or expense (including legal expense) that the insurer incurs by reason of, or which results in whole or in part from, the reliance of the insurer on the facts and other directions and elections the Employer communicates or fails to communicate.
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.


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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.
For the Plan Year in which diversification requirement applies, the minimum applicable percentage subject to diversification is:
First.    33%
Second    66%
Third    100%
This three-year phase-in requirement does not apply to a Participant who has attained age 55 and who has completed at least three Years of Vesting Service (Periods of Service, if applicable) before the first Plan Year beginning after December 31, 2005.
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.
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.


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The Plan Administrator shall establish reasonable procedures to determine the qualified status of Domestic Relations Orders and to administer distributions under such qualified orders.
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
Notwithstanding any other provision herein, and except as may be otherwise provided by ERISA, the Employer shall indemnify and hold harmless the Prototype Document Sponsor, its officers, directors, employees, agents, heirs, executors, successors, and assigns, from and against any and all liabilities, damages, judgments, settlements, losses, costs, charges, or expenses (including legal expenses) at any time arising out of or incurred in connection with any action taken by such parties in the performance of their duties with respect to this Plan, unless there has been a final adjudication of gross negligence or willful misconduct in the performance of such duties. Further, except as may be otherwise provided by ERISA, the Employer will indemnify the Prototype Document Sponsor from any liability, claim, or expense (including legal expense) that the Prototype Document Sponsor incurs by reason of, or which results in whole or in part from, the reliance of the Prototype Document Sponsor on the facts and other directions and elections the Employer, Plan Administrator, or Investment Fiduciary communicates or fails to communicate.
7.25
MILITARY SERVICE
Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Code section 414(u), including, but not limited to the following.
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.


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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
If allowed by the Adopting Employer, the Plan may also be adopted by employers that are not Related Employers of the Adopting Employer. Such employers will adopt the Plan by completing a Participating Employer Election Attachment. If the Adopting Employer allows the Plan to have Participating Employers, the Plan will be considered a multiple employer plan and will be subject to the rules of Code section 413(c) and the corresponding regulations (which are herein incorporated by reference), specific annual reporting requirements, and different procedures for obtaining determination letters from the Internal Revenue Service regarding the qualified status of the 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


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Employer will no longer be considered to have a Severance from Employment or Termination of Employment upon resuming service with the Adopting Employer or a Participating Employer.
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.
Notwithstanding any provisions hereof, each Participating Employer agrees to indemnify, defend and hold harmless the Plan Administrator, the Adopting Employer, the Plan, all Participants and Beneficiaries, all Fiduciaries, and their respective directors, managers, officers, employees, agents and other representatives harmless from any loss, costs, expenses, fees, liabilities, damages, claims, suits, or actions and appeals thereof resulting from their reliance upon any certificate, notice, confirmation, or instruction purporting to have been delivered by a representative of a Participating Employer that has been duly identified to the Plan Administrator or Adopting Employer in a manner required or accepted by such Plan Administrator or Adopting Employer (“Designated Representative”). Each Participating Employer waives any and all claims of any nature it now has or may have against the Plan Administrator or Adopting Employer and its affiliates, and their respective directors, managers, officers, employees, agents, and other representatives, which arise, directly or indirectly, from any action that it takes in good faith in accordance with any certificate, notice, confirmation, or instruction from a Designated Representative of a Participating Employer. Each Participating Employer also hereby agrees to indemnify, defend, and hold the Plan Administrator or Adopting Employer, and any parent, subsidiary, related corporation, or affiliates of the Plan Administrator or Adopting Employer, including their respective directors, managers, officers, employees, agents, and other representatives, harmless from and against any and all loss, costs, damages, liability, expenses, or claims of any nature whatsoever, including but not limited to legal expenses, court costs, legal fees, and costs of investigation, including appeals thereof, arising, directly or indirectly, out of any loss or diminution of the Fund resulting from changes in the market value of the Fund assets; reliance, or action taken in reliance, on instructions from a Participating Employer or its Designated Representative; any exercise or failure to exercise investment direction authority by a Participating Employer or by its Designated Representative; Plan Administrator’s or Adopting Employer’s refusal on advice of counsel to act in accordance with any investment direction by a Participating Employer or its Designated Representative; any other act or failure to act by a Participating Employer or its Designated Representative; any prohibited transaction or plan disqualification of a qualified plan due to any actions taken or not taken by the Plan Administrator or Adopting Employer, in reliance on instructions from a Participating Employer or its Designated Representative; or any other act the Plan Administrator or Adopting Employer, takes in good faith hereunder that arises under the Plan or the administration of the Fund.
The Plan Administrator or Adopting Employer will not be liable to a Participating Employer for any act, omission, or determination made in connection with the Plan except for its gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Plan Administrator or Adopting Employer will not be liable for any losses arising from its compliance with instructions from a Participating Employer or its Designated Representative; for executing,


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failing to execute, failing to timely execute, or for any mistake in the execution of any instructions, unless such action or inaction is by reason of the gross negligence or willful misconduct of the Plan Administrator or Adopting Employer.
The provisions of this Plan Section 7.26(D) will survive the termination or amendment of the Plan.
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.
Upon termination of participation of a Participating Employer, the Adopting Employer has the right, but not the duty, to establish a new qualified retirement plan for the benefit of the Participants of such former Participating Employer and to initiate a non-elective transfer to the spin-of plan. The Adopting Employer may, in its sole discretion, appoint either itself or the former Participating Employer as the Adopting Employer and/or Plan Administrator of the spin-off plan. If a spin- off plan is not established, the former Participating Employer has the right, but not the duty, to initiate a non-elective transfer to another qualified retirement plan that the former Participating Employer either maintains or participates in. The former Participating Employer will bear all reasonable costs associated with ceasing participation in the Plan.
Section 8.      TRUSTEE AND CUSTODIAN
8.01
FINANCIAL ORGANIZATION AS CUSTODIAN
This Plan Section 8.01 applies when the Adopting Employer, by execution of the Adoption Agreement, appoints the entity named therein as Custodian for the Plan, and the entity accepts such appointment, all subject to the terms of the Basic Plan Document. The Adopting Employer represents and warrants to the entity that it has all requisite right, power, and authority and has taken all required actions necessary under the Plan and applicable law to designate the financial organization as Custodian of the Plan pursuant to the terms of the Basic Plan Document. The Employer, Plan Administrator, any Trustee, any other Investment Fiduciary, and the Custodian so appointed will be bound by all the terms of this Basic Plan Document and Adoption Agreement. Notwithstanding any provision hereof regarding the responsibilities of or granting powers to the Custodian, the Custodian will serve as a nondiscretionary, directed Custodian of the Fund, will have no discretionary authority with respect to the management or administration of the Plan or the Fund, and will act only as directed by the entity or individual who has such authority.
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


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by the Employer; provided, however, that the Custodian is given reasonable advance notice of such inspection by the Employer. On direction of the Adopting Employer or Plan Administrator, and if agreed to in writing by the Custodian, the Custodian may provide annual or interim accountings, valuations, or other reports concerning the assets of the custodial account subject to payment of all required additional fees for such reports. The Custodian’s accounting will be at the Custodial Account level rather than the Participant level, and the Custodian will not be responsible for Participant-level record-keeping, reporting, or communication unless it agrees to do so in a separate written agreement with the Adopting Employer or Plan Administrator. The Custodian will also furnish the Adopting Employer with such other information as the Custodian possesses and which is necessary for the Adopting Employer to comply with the reporting requirements of ERISA, as applicable. An accounting will be deemed to have been approved by the Adopting Employer unless the Adopting Employer or Plan Administrator objects to the contents of an accounting within sixty (60) days of its mailing or electronic transmission by the Custodian. Any objections must set forth the specific grounds on which they are based. Upon approval, the Custodian will be forever released from any and all liability with respect to the Account.
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.


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8.02
TRUSTEE
This Plan Section 8.02 applies when either a financial organization has and/or one or more individuals have, indicated in the Adoption Agreement that it will serve as Trustee with respect to all or a portion of the assets of the Fund. The responsibilities and powers of the Trustee may not be expanded except with its prior written consent and, notwithstanding any provision hereof to the contrary, may be further limited by the terms of a separate agreement between the Trustee and the Adopting Employer. Notwithstanding any provision hereof regarding the responsibilities of or granting powers to the Trustee, a Directed Trustee will have no discretionary authority with respect to the management or administration of the Plan or the Fund, and is subject to the proper and lawful directions of the Plan Administrator, who has authority with respect to receipt of the Plan’s assets.
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


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Participants shall be timely furnished to the Trustee by the Plan Administrator, except to the extent such directions are transmitted telephonically or otherwise by Participants directly to the Trustee or its delegate in accordance with rules and procedures established and approved by the Plan Administrator and communicated to the Trustee. In making any investments of the assets of the Fund, the Trustee shall be fully entitled to rely on such directions furnished to it by the Investment Fiduciary or by Participants in accordance with the Plan Administrator’s approved rules and procedures, and shall be under no duty to make any inquiry or investigation with respect thereto.
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


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instruments, either necessary or convenient for passing the title and ownership thereto, free and discharged of all trusts and without liability on the part of such purchasers to see to the application of the purchase money;
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


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for the purchase or exchange thereof: and to convey, partition, or otherwise dispose of, with or without covenants, including covenants of warranty of title, any securities or other property free of all trusts; to charge the trust for the cost of all securities purchased or received against a payment and to credit the trust with the proceeds received from the securities sold or delivered against payment. For any trades not settled immediately upon placement, the Trustee shall have the right to sell securities from the trust in a reasonably prudent fashion sufficient to recover any funds advanced;
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


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construed as full and complete power in favor of the Trustee. In addition to the authority specifically herein granted, the Trustee shall have such power to do all acts as may be deemed necessary for full and complete management of the Fund and appropriate to carry out the purposes of the Fund, and shall further have all powers and authorities conferred on trustees by the laws of the Trustee’s domiciliary state.
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


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solely upon the written advice and directions of the Plan Administrator as to any such question of fact.
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.


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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.


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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


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designated either under the provisions of the Plan or in writing by the Adopting Employer or Directing Fiduciary, and their authority shall continue until revoked in writing. The Trustee shall incur no liability for failure to act on such person’s or agent’s instructions or orders without written communication, and the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions, directions, certifications and communications believed to be genuine and to have been signed or communicated by the proper person.
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


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Adopting Employer may apply to any court of competent jurisdiction for the appointment of a successor trustee.
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
The Employer shall furnish the Trustee (or Custodian, if applicable) and Plan Administrator the information that each party deems necessary for the administration of the Plan including, but not limited to, changes in a Participant’s status, eligibility, mailing addresses and other such data as may be required. The Trustee (or Custodian, if applicable) and Plan Administrator will be entitled to act on such information as is supplied to them and will have no duty or responsibility to further verify or question such information.
8.04
DEGREE OF CARE- LIMITATIONS OF LIABILITY
The Trustee (or Custodian, if applicable) will be under no duty to take any action other than its express responsibilities under this Plan. Any instructions hereunder may be delivered to the Trustee (or Custodian, if applicable) directly by the responsible party or by other mutually agreed upon parties. The Trustee (or Custodian, if applicable) will not be liable for any action taken or omitted by it in good faith in reliance upon any instructions received hereunder or any other notice, request, consent, certificate, or other instrument or paper reasonably believed by it to be genuine and to have been properly executed. A Directed Trustee (or Custodian, if applicable) will have no duty to inquire into the purpose or propriety of any order, instruction, or other communication received hereunder and may conclusively presume that any such order, instruction, or other communication is accurate and complete. The Trustee (or Custodian, if applicable) will not be responsible for determining that all instructions provided to the Trustee (or Custodian, if applicable) are being given by the appropriate party and are in proper form under the provisions of the Plan and applicable law. The Trustee (or Custodian, if applicable) may conclusively presume that any instructions received have been duly authorized by the Employer, Investment Fiduciary, Plan Administrator, Trustee, or Participant, as applicable, pursuant to the terms of the Plan and applicable law.
The Trustee (or Custodian, if applicable) will not be responsible for the validity or effect or the qualification under the Code of the Plan or Fund. The Trustee (or Custodian, if applicable) will not be required to take any action upon receipt of any notice from the IRS or other taxing authority (unless such notice relates to the performance of the Trustee (or Custodian, if


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applicable) responsibilities in Plan Sections 8.01(A) or 8.02(A)) except to promptly forward a copy thereof to the Adopting Employer or Plan Administrator. Further, it is specifically understood that the Trustee (or Custodian, if applicable) will have no duty or responsibility with respect to the determination of matters pertaining to the eligibility of any Employee to become a Participant or remain a Participant hereunder, the amount of benefit to which a Participant or Beneficiary will be entitled to receive hereunder or its date or method of payment, whether a distribution to Participant or Beneficiary is appropriate under the terms of the Plan, the size and type of any policy to be purchased from any insurer for any Participant or Beneficiary hereunder, or any other similar matters, it being understood that all such responsibilities under the Plan are vested in the Plan Administrator.
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.
Section 9.      ADOPTING EMPLOYEE SIGNATURE
Adoption Agreement Section Nine must contain the signature of an authorized representative of the Adopting Employer evidencing the Employer’s agreement to be bound by the terms of the Basic Plan Document, Adoption Agreement, and, if applicable, separate trust or custodial agreement.


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Exhibit 12

Radian Group Inc.
Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Dividends
 
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.

As defined in Item 503 of Regulation S-K, for purposes of calculating the ratio of earnings to fixed charges, earnings is the amount resulting from adding and subtracting the following items, which are reflected and shown above where applicable to us:
Add:
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.
Subtract:
interest capitalized;
preference security dividend requirements of consolidated subsidiaries; and
the noncontrolling interest in pretax income of subsidiaries that have not incurred fixed charges.

Fixed charges is defined as the sum of:
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.
We deemed 1/3 of total rental expense to be a reasonable approximation of the interest portion of rental expense. The ratio does not adjust for interest associated with our unrecognized tax benefits, as they are recorded as a component of income tax expense.
We have not issued preferred stock. Therefore, the ratios of earnings to combined fixed charges and preferred stock dividends are the same as the ratios of earnings to fixed charges.




Exhibit 21

Subsidiaries of Radian Group Inc.

Radian Mortgage Guaranty Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Reinsurance Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian MI Services Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Insurance Services LLC (Pennsylvania domiciled wholly owned subsidiary of Radian MI Services Inc.)
Radian Advisors LLC (Pennsylvania domiciled wholly owned subsidiary of Radian MI Services Inc.)
Radian Consulting Services LLC (Pennsylvania domiciled wholly owned subsidiary of Radian MI Services Inc.)
Enhance Financial Services Group Inc. (New York domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Guaranty Reinsurance Inc. (Pennsylvania domiciled wholly owned subsidiary of Enhance Financial Services Group)
Enhance C-BASS Residual Finance Corporation (Delaware domiciled wholly owned subsidiary of Radian Guaranty
Reinsurance Inc.)
Residual Interest Investments LP (Delaware domiciled subsidiary owned 99.2% by Radian Guaranty Reinsurance
Inc. and 0.8% by Enhance C-BASS Residual Finance Corporation)
Radian Investor Surety Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Mortgage Assurance Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Insurance Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Mortgage Insurance Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Guaranty Inc. (Pennsylvania domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Title Services Inc. (Delaware domiciled wholly owned subsidiary of Radian Group Inc.)
Clayton Group Holdings Inc. (Delaware domiciled wholly owned subsidiary of Radian Group Inc.)
Radian Clayton Services LLC (Delaware domiciled wholly owned subsidiary of Clayton Group Holdings Inc.)
Clayton Holdings LLC (Delaware domiciled wholly owned subsidiary of Clayton Group Holdings Inc.)
Clayton Fixed Income Services (Delaware domiciled wholly owned subsidiary of Clayton Holdings LLC)
Clayton Services LLC (Delaware domiciled wholly owned subsidiary of Clayton Holdings LLC)
Clayton Support Services LLC (Delaware domiciled wholly owned subsidiary of Clayton Services LLC)
First Madison Services LLC (Delaware domiciled wholly owned subsidiary of Clayton Services LLC)
ValuAmerica, Inc. (Pennsylvania domiciled wholly owned subsidiary of First Madison)
VA Title Of Texas (Texas domiciled wholly owned subsidiary of ValuAmerica,
Inc.,
ValuEscrow, Inc. (California domiciled wholly owned subsidiary of
ValuAmerica, Inc.,
ValuAmerica Consulting LLC (Pennsylvania domiciled wholly owned
subsidiary of ValuAmerica, Inc.)
ValuAmerica of Alabama LLC (Alabama domiciled
wholly owned subsidiary of ValuAmerica Consulting LLC)
Red Bell Real Estate, LLC (Delaware domiciled wholly owned subsidiary of First Madison
Services LLC)
Red Bell Real Estate, Inc. (California domiciled wholly owned subsidiary of Red Bell
Real Estate, LLC,
Red Bell Ohio, LLC (Ohio domiciled wholly owned subsidiary of Red Bell Real Estate,
LLC,
Pyramid Platform, LLC (Delaware domiciled wholly owned subsidiary of First Madison
Services LLC)
BPO Fulfillment, LLC (Delaware domiciled wholly owned subsidiary of
Pyramid Platform, LLC)
Green River Capital, LLC (Delaware domiciled wholly owned subsidiary of First Madison
Services LLC)
GR Financial LLC (Utah domiciled wholly owned subsidiary of Green River Capital,
LLC)
Home Match LLC (Delaware domiciled wholly owned subsidiary of First Madison Services LLC)







Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 33-98106; 333-120519; 333-156279; 333-154275; 333-152624; 333-160266; 333-167009; 333-174428; 333-195934; and 333-217842) and Form S-3 (No. 333-216275) of Radian Group Inc. of our report dated February 28, 2018 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2018






EXHIBIT 31
CERTIFICATIONS
I, Richard G. Thornberry, certify that:
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
Date: February 28, 2018
/s/    R ICHARD  G. T HORNBERRY
 
 
Richard G. Thornberry
Chief Executive Officer







I, J. Franklin Hall, certify that:
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;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
Date: February 28, 2018
/s/    J. Franklin Hall
 
 
J. Franklin Hall
Chief Financial Officer





EXHIBIT 32
Section 1350 Certifications
I, Richard G. Thornberry, Chief Executive Officer of Radian Group Inc., and I, J. Franklin Hall, Chief Financial Officer of Radian Group Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Annual Report on Form 10-K for the year ended December 31, 2017 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Radian Group Inc.
 
 
 
Date: February 28, 2018
/s/  Richard G. Thornberry
 
Richard G. Thornberry
Chief Executive Officer
 
 
 
/s/   J. Franklin Hall
 
 
J. Franklin Hall
Chief Financial Officer