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MGIC INVESTMENT CORP

For the period ended Mar 22, 2024. Filed Mar 22, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 22, 2024 · Filed Mar 22, 2024

MTG$28.60-2.6%Stored close · as of Nov 6, 2026
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A - 1 Appendix A

APPENDIX A -— GLOSSARY

Glossary of Terms and Acronyms

TermDescription
ABVSAdjusted Book Value per Share.
ASCAccounting Standards Codification.
Benchmarking PeersThe peer group used by the MDNG Committee to benchmark executive compensation.
CAPCompensation Actually Paid.
CD&ACompensation Discussion & Analysis.
MDNG CommitteeThe Management Development, Nominating and Governance Committee of our Board.
Compensation ConsultantFrederic W. Cook & Co., the MDNG Committee’s independent compensation consultant.
CSCorporate Sustainability.
EVPExecutive Vice President.
FASBFinancial Accounting Standards Board.
GAAPGenerally Accepted Accounting Principles in the United States.
IIFInsurance in Force.
MGICOur wholly-owned subsidiary, Mortgage Guaranty Insurance Corporation.
Named Executive OfficersOur chief executive officer, our chief financial officer and our three other most highly compensated executive officers. The NEOs are the officers listed in the SCT.
NEOsNamed Executive Officers.
NIWNew Insurance Written.
NYSENew York Stock Exchange.
ROEReturn on Equity.
RSUsRestricted Stock Units.
SCTSummary Compensation Table that appears on page 53.
SERPSupplemental Executive Retirement Plan.
TSRTotal Shareholder Return.
TDCTotal direct compensation, which consists of base salary, bonus (or non-equity incentive compensation) and equity awards (valued at their grant date value reported in the SCT).

A - 1│ MGIC Investment Corporation – 2024 Proxy Statement

Explanation and Reconciliation of Our Use of Non-GAAP Financial Measures

Non-GAAP Financial Measures

We believe that use of the Non-GAAP measures of adjusted pre-tax operating income (loss), adjusted net operating income (loss) and adjusted net operating income (loss) per diluted share facilitate the evaluation of the company's core financial performance thereby providing relevant information to investors. These measures are not recognized in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance.

Adjusted pre-tax operating income (loss) is defined as GAAP income (loss) before tax, excluding the effects of net realized investment gains (losses), gain and losses on debt extinguishment, and infrequent or unusual non-operating items, where applicable.

Adjusted net operating income (loss) is defined as GAAP net income (loss) excluding the after-tax effects of net realized investment gains (losses), gain and losses on debt extinguishment, and infrequent or unusual non-operating items, where applicable. The amounts of adjustments to components of pre-tax operating income (loss) are tax effected using a federal statutory tax rate of 21%.

Adjusted net operating income (loss) per diluted share is calculated in a manner consistent with the accounting standard regarding earnings per share, by dividing (i) adjusted net operating income (loss) after making adjustments for interest expense on convertible debt, whenever the impact is dilutive, by (ii) diluted weighted average common shares outstanding, which reflects share dilution from unvested restricted stock units and from convertible debt when dilutive under the "if-converted" method.

Although adjusted pre-tax operating income (loss) and adjusted net operating income (loss) exclude certain items that have occurred in the past and are expected to occur in the future, the excluded items represent items that are: (1) not viewed as part of the operating performance of our primary activities; or (2) impacted by both discretionary and other economic or regulatory factors and are not necessarily indicative of operating trends, or both. These adjustments, along with the reasons for their treatment, are described below. Trends in the profitability of our fundamental operating activities can be more clearly identified without the fluctuations of these adjustments. Other companies may calculate these measures differently. Therefore, their measures may not be comparable to those used by us.

(1)Net realized investment gains (losses). The recognition of net realized investment gains or losses can vary significantly across periods as the timing of individual securities sales is highly discretionary and is influenced by such factors as market opportunities, our tax and capital profile, and overall market cycles.

(2)Gains and losses on debt extinguishment. Gains and losses on debt extinguishment result from discretionary activities that are undertaken to enhance our capital position, improve our debt profile, and/or reduce potential dilution from our outstanding convertible debt.

(3)Infrequent or unusual non-operating items. Items that are non-recurring in nature and are not part of our primary operating activities.

MGIC Investment Corporation – 2024 Proxy Statement │B - 1

RECONCILIATION OF NON-GAAP MEASURES — APPENDIX B

Non-GAAP reconciliations
Reconciliation of Income before tax / Net income to Adjusted pre-tax operating income / Adjusted net operating income:
Years Ended December 31,
2023 · 2022 · 2021
(in thousands) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax)
Income before tax / Net income$902,229$189,280$712,949$1,090,034$224,685$865,349$801,777$166,794$634,983
Adjustments:
Net realized investment (gains) losses14,5493,05511,4949,7452,0467,699(7,009)(1,472)(5,537)
Loss on debt extinguishment———40,1998,44231,75736,9147,75229,162
Adjusted pre-tax operating income / Adjusted net operating income$916,778$192,335$724,443$1,139,978$235,173$904,805$831,682$173,074$658,608
Reconciliation of Net income per diluted share to Adjusted net operating income per diluted share:
Years Ended December 31,
2023 · 2022 · 2021
Weighted average diluted shares outstanding (in thousands)287,155311,229351,308
Net income per diluted share$2.49$2.79$1.85
Net realized investment (gains) losses0.040.02(0.02)
Loss on debt extinguishment—0.100.08
Adjusted net operating income per diluted share$2.53$2.91$1.91

B - 2 │ MGIC Investment Corporation – 2024 Proxy Statement

Non-GAAP reconciliations
Reconciliation of Income before tax / Net income to Adjusted pre-tax operating income / Adjusted net operating income:
Years Ended December 31,
2020 · 2019 · 2018
(in thousands) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax) · Pre-tax · Tax Effect · Net (after-tax)
Income before tax / Net income$559,263$113,170$446,093$847,977$174,214$673,763$844,150$174,053$670,097
Adjustments:
Additional income tax benefit (provision) related to IRS litigation———————2,462(2,462)
Net realized investment (gains) losses(13,245)(2,781)(10,464)(5,108)(1,073)(4,035)1,3532841,069
Loss on debt extinguishment26,7365,61521,121——————
Adjusted pre-tax operating income / Adjusted net operating income$572,754$116,004$456,750$842,871$173,141$669,728$845,503$176,799$668,704
Reconciliation of Net income per diluted share to Adjusted net operating income per diluted share:
Years Ended December 31,
2020 · 2019 · 2018
Weighted average diluted shares outstanding (in thousands)359,293373,924386,078
Net income per diluted share$1.29$1.85$1.78
Additional income tax benefit (provision) related to IRS regulation——(0.01)
Net realized investment (gains) losses(0.03)(0.01)—
Loss on debt extinguishment0.06——
Adjusted net operating income per diluted share (1)$1.32$1.84$1.78

(1) For the year ended December 31, 2018, the reconciliation of net income per diluted share to adjusted net operating income per diluted share does not foot due to rounding of the adjustments.

MGIC Investment Corporation – 2024 Proxy Statement │B - 3

RECONCILIATION OF NON-GAAP MEASURES — APPENDIX B

Reconciliation of Book Value per Share to Adjusted Book Value (ABV) per Share

Following is the reconciliation of book value per share to ABV per share used in determining vesting of each of the 2023, 2022 and 2021 equity awards.

Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2023 Equity Awards
(In thousands, except per share amounts)20232022
Shareholders' Equity (Book Value)$5,072,017$4,642,740
Divided by Shares Outstanding272,494293,433
Book Value per Share$18.61$15.82
Adjusted Book Value for 2023 Equity Awards (from below)$5,856,378$5,124,251
Divided by Shares Outstanding (from below)294,167293,433
Adjusted Book Value per Share for 2023 Equity Awards$19.91$17.46
Shareholders' Equity (Book Value)$5,072,017$4,642,740
Common Stock Repurchases343,819—
Dividends124,261—
Accumulated Other Comprehensive (Income) Loss316,281481,511
Adjusted Book Value for 2023 Equity Awards$5,856,378$5,124,251
Shares Outstanding272,494293,433
Common Stock Repurchases21,673—
Adjusted Shares Outstanding294,167293,433

The grant documents and the Omnibus Incentive Plan for the 2023 equity awards provide for certain specific eliminations in arriving at adjusted book value per share, as follows:

Accumulated Other Comprehensive Income (Loss)

Certain Litigation Settlements / Judgments

Repurchases of Common Stock

Repurchases of Debt

Adjustments for Changes in Tax Laws

Adjustments for Changes in Accounting Principle

Dividends

In addition, the Omnibus Incentive Plan allows the MDNG Committee to revise the performance goals if significant events occur during a performance period that the MDNG Committee expects will have a substantial effect on the performance goals.

B - 4 │ MGIC Investment Corporation – 2024 Proxy Statement

Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2022 Equity Awards
(In thousands, except per share amounts)202320222021
Shareholders' Equity (Book Value)$5,072,017$4,642,740$4,861,382
Divided by Shares Outstanding272,494293,433320,336
Book Value per Share$18.61$15.82$15.18
Adjusted Book Value for 2022 Equity Awards (from below)$6,385,738$5,653,611$4,741,685
Divided by Shares Outstanding (from below)321,946321,212320,336
Adjusted Book Value per Share for 2022 Equity Awards$19.83$17.60$14.80
Shareholders' Equity (Book Value)$5,072,017$4,642,740$4,861,382
Common Stock Repurchases729,533385,714—
Dividends236,150111,889—
Loss on Debt Extinguishment, Net of Tax31,75731,757—
Accumulated Other Comprehensive (Income) Loss316,281481,511(119,697)
Adjusted Book Value for 2022 Equity Awards$6,385,738$5,653,611$4,741,685
Shares Outstanding272,494293,433320,336
Common Stock Repurchases49,45227,779—
Adjusted Shares Outstanding321,946321,212320,336
Reconciliation of Book Value per Share to Adjusted Book Value per Share for 2021 Equity Awards
(In thousands, except per share amounts)2023202220212020
Shareholders' Equity (Book Value)$5,072,017$4,642,740$4,861,382$4,698,986
Divided by Shares Outstanding272,494293,433320,336338,573
Book Value per Share$18.61$15.82$15.18$13.88
Adjusted Book Value for 2021 Equity Awards (from below)$6,805,475$6,073,348$5,161,421$4,482,165
Divided by Adjusted Shares Outstanding (from below)349,936340,202339,326338,573
Adjusted Book Value per Share for 2021 Equity Awards$19.96$17.85$15.21$13.24
Shareholders' Equity (Book Value)$5,072,017$4,642,740$4,861,382$4,698,986
Litigation Accruals, Net of Tax4,9774,9774,977—
Common Stock Repurchases1,020,351676,532290,818—
Dividends330,930206,66994,779—
Loss on Debt Extinguishment, Net of Tax60,91960,91929,162—
Accumulated Other Comprehensive (Income) Loss316,281481,511(119,697)(216,821)
Adjusted Book Value for 2021 Equity Awards$6,805,475$6,073,348$5,161,421$4,482,165
Shares Outstanding272,494293,433320,336338,573
Common Stock Repurchases68,44246,76918,990—
Adjusted Shares Outstanding349,936340,202339,326338,573

MGIC Investment Corporation – 2024 Proxy Statement │B - 5

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.