News Column

ESSENT GROUP LTD. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 14, 2014

The following discussion should be read together with the "Selected Financial Data" and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2013 as filed with the Securities and Exchange Commission and referred to herein as the "Annual Report," and our condensed consolidated financial statements and related notes as of and for the three and six months ended June 30, 2014 included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which we refer to as the "Quarterly Report". In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections entitled "Special Note Regarding Forward-Looking Statements" in this Quarterly Report and Part I, Item 1A "Risk Factors" in our Annual Report. We are not undertaking any obligation to update any forward-looking statements or other statements we may make in the following discussion or elsewhere in this document even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made. Overview We are an established and growing private mortgage insurance company. We were formed to serve the U.S. housing finance industry at a time when the demands of the financial crisis and a rapidly changing business environment created the need for a new, privately funded mortgage insurance company. Since writing our first policy in May 2010, we have grown to an estimated 14% market share based on new insurance written, or NIW, excluding NIW under the Home Affordable Refinance Program, for the six months ended June 30, 2014, up from 12.1%, 8.6% and 4.5% for the years ended December 31, 2013, 2012 and 2011, respectively. We believe that our growth has been driven largely by the unique opportunity we offer lenders to partner with a well-capitalized mortgage insurer, unencumbered by legacy business, that provides fair and transparent claims payment practices, and consistency and speed of service. In 2010, Essent Guaranty, Inc., our wholly-owned insurance subsidiary, became the first private mortgage insurer to be approved by the GSEs since 1995, and is licensed to write coverage in all 50 states and the District of Columbia. We completed our initial public offering in November 2013. The financial strength of Essent Guaranty is rated Baa2 with a stable outlook by Moody's Investors Service and BBB+ with a stable outlook by Standard & Poor's Rating Services. We had master policy relationships with approximately 1,073 customers as of June 30, 2014. We have a fully functioning, scalable and flexible mortgage insurance platform, which we acquired from Triad Guaranty Inc. and its wholly-owned subsidiary, Triad Guaranty Insurance Corporation, which we refer to collectively as "Triad", in exchange for up to $30 million in cash and the assumption of certain contractual obligations. Our holding company is domiciled in Bermuda and our U.S. insurance business is headquartered in Radnor, Pennsylvania. We operate additional underwriting and service centers in Winston-Salem, North Carolina and Irvine, California. We have a highly experienced, talented team with 323 employees as of June 30, 2014. We generated new insurance written of approximately $5.9 billion and $9.5 billion for the three and six months ended June 30, 2014, respectively, compared to approximately $5.9 and $10.2 billion the three and six months ended June 30, 2013, respectively. As of June 30, 2014, we had approximately $39.4 billion of insurance in force. Through June 30, 2014, all of our insurance business has been conducted through Essent Guaranty. In July 2014, Essent Re issued its first insurance policy (see Note 12 to our condensed consolidated financial statements).



Legislative and Regulatory Developments

Our results are significantly impacted by, and our future success may be affected by, legislative and regulatory developments affecting the housing finance industry. See Part I, Item 1 "Business-Regulation" and Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations-Legislative and Regulatory Developments" in our Annual Report for a discussion of the laws and regulations to which we are subject as well as legislative and regulatory developments affecting the housing finance industry. On July 10, 2014, the Federal Housing Finance Agency ("FHFA") released for public input draft Private Mortgage Insurer Eligibility Requirements, ("PMIERs"). If implemented, the PMIERs represent revised standards by which private mortgage insurers would be eligible to provide mortgage insurance on loans owned or guaranteed by Fannie Mae and Freddie Mac. The public input period with respect to the PMIERs is expected to close on September 8, 2014. See additional discussion in "- Liquidity and Capital Resources - Draft Private Mortgage Insurer Eligibility Requirements." 19 --------------------------------------------------------------------------------



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Factors Affecting Our Results of Operations

Net Premiums Written and Earned

Premiums are based on insurance in force, or IIF, during all or a portion of a period. A change in the average IIF during a period causes premiums to increase or decrease as compared to prior periods. Average premiums rates in effect during a given period will also cause premiums to differ when compared to earlier periods. IIF at the end of a reporting period is a function of the IIF at the beginning of such reporting period plus new insurance written, or NIW, less policy cancellations (including claims paid) during the period. As a result, premiums are generally influenced by:



† NIW, which is the aggregate principal amount of the new mortgages that are insured during a period. Many factors affect NIW, including, among others, the volume of low down payment home mortgage originations and the competition to provide credit enhancement on those mortgages;

† Cancellations of our insurance policies, which are impacted by payments on mortgages, home price appreciation, or refinancings, which in turn are affected by mortgage interest rates. Cancellations are also impacted by the levels of rescissions and claim payments; † Premium rates, which represent the amount of the premium due as a percentage of IIF. Premium rates are based on the risk characteristics of the loans insured, the percentage of coverage on the loans, competition from other mortgage insurers and general industry conditions; and



† Premiums ceded or assumed under reinsurance arrangements with unaffiliated third parties. To date, we have not entered into any third party reinsurance contracts.

Premiums are paid either on a monthly installment basis ("monthly premiums"), in a single payment at origination ("single premiums"), or in some cases as an annual premium. For monthly premiums, we receive a monthly premium payment which is recorded as net premiums earned in the month the coverage is provided. Net premiums written may be in excess of net premiums earned due to single premium policies. For single premiums, we receive a single premium payment at origination, which is recorded as "unearned premium" and earned over the estimated life of the policy, which ranges from 36 to 156 months depending on the term of the underlying mortgage and loan-to-value ratio at date of origination. If single premium policies are cancelled due to repayment of the underlying loan and the premium is non-refundable, the remaining unearned premium balance is immediately recognized as earned premium revenue. Substantially all of our single premium policies in force as of June 30, 2014 were non-refundable. Premiums collected on annual policies are recognized as net premiums earned on a straight line basis over the year of coverage. For the six months ended June 30, 2014, monthly and single premium policies comprised 81.5% and 18.5% of our NIW, respectively. Persistency and Business Mix The percentage of IIF that remains on our books after any 12-month period is defined as our persistency rate. Because our insurance premiums are earned over the life of a policy, higher persistency rates can have a significant impact on our profitability. The persistency rate on our portfolio was 89.1% at June 30, 2014. Generally, higher prepayment speeds lead to lower persistency. Prepayment speeds and the relative mix of business between single premium policies and monthly premium policies also impact our profitability. Our premium rates include certain assumptions regarding repayment or prepayment speeds of the mortgages. Because premiums are paid at origination on single premium policies, assuming all other factors remain constant, if loans are prepaid earlier than expected, our profitability on these loans is likely to increase and, if loans are repaid slower than expected, our profitability on these loans is likely to decrease. By contrast, if monthly premium loans are repaid earlier than anticipated, our premium earned with respect to those loans and therefore our profitability declines. Currently, the expected return on single premium policies is less than the expected return on monthly policies. Net Investment Income Our investment portfolio was comprised entirely of investment grade fixed income securities and money market investments as of June 30, 2014. The principal factors that influence investment income are the size of the investment portfolio and the yield. As measured by amortized cost (which excludes changes in fair market value, such as from changes in interest rates), the size of our investment portfolio is mainly a function of increases in capital and cash generated from or used in operations which is impacted by net premiums received, investment earnings, net claim payments and expenses. Realized gains and losses are a function of the difference between the amount received on the sale of a security and the security's amortized cost, as well as any "other-than- 20 --------------------------------------------------------------------------------



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temporary" impairments recognized in earnings. The amount received on the sale of fixed income securities is affected by the coupon rate of the security compared to the yield of comparable securities at the time of sale.

Other Income In connection with the acquisition of our mortgage insurance platform, we entered into a services agreement with Triad to provide certain information technology maintenance and development and customer support-related services. In return for these services, we receive a fee which is recorded in other income. From the period from December 1, 2009 to November 30, 2010, this fee was based on a fixed amount. Effective December 1, 2010, the fee is adjusted monthly based on the number of Triad's mortgage insurance policies in force and, accordingly, will decrease over time as Triad's existing policies are cancelled. The services agreement provides for a minimum monthly fee of $150,000 for the duration of the services agreement. The services agreement expires on November 30, 2014 and provides for two subsequent five-year renewals at Triad's option.



Other income also includes revenues associated with contract underwriting services. The level of contract underwriting revenue is dependent upon the number of customers who have engaged us for this service and the number of loans underwritten for these customers.

Provision for Losses and Loss Adjustment Expenses

The provision for losses and loss adjustment expenses reflect the current expense that is recorded within a particular period to reflect actual and estimated loss payments that we believe will ultimately be made as a result of insured loans that are in default.

Losses incurred are generally affected by:

† the overall state of the economy, which broadly affects the likelihood that borrowers may default on their loans and have the ability to cure such defaults;

† changes in housing values, which affect our ability to mitigate our losses through the sale of properties with loans in default as well as borrower willingness to continue to make mortgage payments when the value of the home is below or perceived to be below the mortgage balance;



† the product mix of IIF, with loans having higher risk characteristics generally resulting in higher defaults and claims;

† the size of loans insured, with higher average loan amounts tending to increase losses incurred;

† the loan-to-value ratio, with higher average loan-to-value ratios tending to increase losses incurred;

† the percentage of coverage on insured loans, with deeper average coverage tending to increase losses incurred;

† credit quality of borrowers, including higher debt-to-income ratios and lower FICO scores, which tend to increase incurred losses;

† the rate at which we rescind policies. Because of tighter underwriting standards generally in the mortgage lending industry and terms set forth in our Clarity of Coverageฎ master policy endorsement, we expect that our level of rescission activity will be lower than recent rescission activity seen in the mortgage insurance industry; and † the distribution of claims over the life of a book. The average age of our insurance portfolio is young with 96% of our IIF as of June 30, 2014 having been originated since January 1, 2012. As a result, based on historical industry performance, we expect the number of defaults and claims we experience, as well as our provision for losses and loss adjustment expenses, to increase as our portfolio seasons. See "- Mortgage Insurance Earnings and Cash Flow Cycle" below. We establish loss reserves for delinquent loans when we are notified that a borrower has missed at least two consecutive monthly payments ("Case Reserves"), as well as estimated reserves for defaults that may have occurred but not yet been reported to us ("IBNR Reserves"). We also establish reserves for the associated loss adjustment expenses ("LAE"), consisting of the estimated cost of the claims administration process, including legal and other fees. Using both internal and external information, we establish our reserves based on the likelihood that a default will reach claim status and estimated claim severity. See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" - Critical Accounting Policies" included in our Annual Report for further information. 21 --------------------------------------------------------------------------------



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We believe, based upon our experience and industry data, that claims incidence for mortgage insurance is generally highest in the third through sixth years after loan origination. As of June 30, 2014, 96% of our IIF relates to business written since January 1, 2012 and substantially all of our policies in force are less than three years old. Although the claims experience on new insurance written by us to date has been favorable, we expect incurred losses and claims to increase as a greater amount of this book of insurance reaches its anticipated period of highest claim frequency. The actual default rate and the average reserve per default that we experience as our portfolio matures is difficult to predict and is dependent on the specific characteristics of our current in-force book (including the credit score of the borrower, the loan-to-value ratio of the mortgage, geographic concentrations, etc.), as well as the profile of new business we write in the future. In addition, the default rate and the average reserve per default will be affected by future macroeconomic factors such as housing prices, interest rates and employment.



Other Underwriting and Operating Expenses

Our other underwriting and operating expenses include components that are substantially fixed, as well as expenses that generally increase or decrease in line with the level of NIW or premiums.

Our most significant expense is compensation and benefits for our employees, which represented 67% of other underwriting and operating expenses for each of the three and six months ended June 30, 2014, compared to 67% and 65% of other underwriting and operating expenses for the three and six months ended June 30, 2013, respectively. Compensation and benefits expense includes base and incentive cash compensation, stock compensation expense, benefits and payroll taxes. Compensation and benefits expense has increased as we have increased our staffing from 209 employees at January 1, 2013 to 323 at June 30, 2014, primarily in our business development and operations functions to support the growth of our business. The growth in our sales organization contributed to the growth of our active customers and NIW. We also expanded our underwriting and customer service teams to support this new business.



Underwriting and other expenses also include legal, consulting, other professional fees, premium taxes, depreciation and amortization, travel, entertainment, marketing, licensing, supplies, hardware, software, rent, utilities and other expenses.

We anticipate that as we continue to add customers and increase our IIF, our expenses will also continue to increase. In addition, as a result of the increase in our IIF, we expect that our net premiums earned will grow faster than our underwriting and other expenses, resulting in a decline in our expense ratio. Further, we expect to incur incremental costs related to being a public company, including certain operating and compensation expenses. Income Taxes Income taxes are incurred based on the amount of earnings or losses generated in the jurisdictions in which we operate and the applicable tax rates and regulations in those jurisdictions. To date, substantially all of our business activity has been conducted in the United States where we are subject to corporate level Federal income taxes. Our U.S. insurance subsidiaries are generally not subject to income taxes in the states in which we operate; however, our non-insurance subsidiaries are subject to state income taxes. In lieu of state income taxes, our insurance subsidiaries pay premium taxes that are recorded in other underwriting and operating expenses. The amount of income tax expense or benefit recorded in future periods will be dependent on the jurisdictions in which we operate and the tax laws and regulations in effect. In 2014, since substantially all of our earnings are expected to be generated in the United States, we anticipate that our effective tax rate will approach the federal statutory tax rate. Beginning in 2015, we expect an increasing portion of our consolidated earnings will be generated in Bermuda and accordingly expect that our effective tax rate will decline below the federal statutory tax rate. Essent Group Ltd. and its wholly owned subsidiary, Essent Re, are domiciled in Bermuda, which does not have a corporate income tax. Through June 30, 2014, these entities have incurred expenses and generated limited amounts of investment income. In July 2014, Essent Re entered into an insurance transaction with Freddie Mac and expects to enter into a quota share reinsurance transaction with Essent Guaranty, an affiliate, to reinsure 25% of Essent Guaranty's GSE-eligible NIW effective July 1, 2014. Completion of this transaction is subject to approval by the Pennsylvania Insurance Department. Since inception and prior to June 30, 2013, we recorded a valuation allowance against deferred tax assets, and, as such, we generally did not record a benefit associated with the losses incurred in prior periods or other income tax benefits. The income tax provision or benefit recognized in prior periods related to changes in our valuation allowance associated with changes in deferred tax liabilities resulting from the increase or decrease in the unrealized gain on our investment portfolio. At June 30, 2013, after weighing all of the evidence, we concluded that it was more likely than not that our deferred tax assets would be realized. As a result, in 2013, we released the valuation allowance on our deferred tax assets. 22 --------------------------------------------------------------------------------



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Mortgage Insurance Earnings and Cash Flow Cycle

In general, the majority of any underwriting profit (premium revenue minus losses) that a book generates occurs in the early years of the book, with the largest portion of any underwriting profit realized in the first year. Subsequent years of a book generally result in modest underwriting profit or underwriting losses. This pattern generally occurs because relatively few of the claims that a book will ultimately experience typically occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as the number of insured loans decreases (primarily due to loan prepayments), and increasing losses. Key Performance Indicators Insurance In Force As discussed above, premiums we collect and earn are generated based on our IIF, which is a function of our NIW and cancellations. The following table includes a summary of the change in our IIF for the three and six months ended June 30, 2014 and 2013. In addition, this table includes our risk in force, or RIF, at the end of each period and the number of customers that purchased new mortgage insurance policies during each respective period. Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2014 2013 2014 2013 IIF, beginning of period $ 34,778,057$ 17,430,810$ 32,028,196$ 13,628,980 NIW 5,874,334 5,895,127 9,504,907 10,216,683 Cancellations (1,272,512 ) (749,637 ) (2,153,224 ) (1,269,363 ) IIF, end of period $ 39,379,879$ 22,576,300$ 39,379,879$ 22,576,300 Average IIF during the period $ 36,973,455$ 19,922,431$ 35,216,295$ 17,753,344 RIF, end of period $ 9,700,549$ 5,348,917$ 9,700,549$ 5,348,917 Number of customers generating NIW during the period 716 503 791 557



Our cancellation activity is relatively low because the average age of our insurance portfolio is young. The following is a summary of our IIF at June 30, 2014 by vintage:

($ in thousands) $ % 2014 (through June 30) $ 9,380,046 23.8 % 2013 19,547,594 49.7 2012 8,832,491 22.4 2011 1,527,938 3.9 2010 91,810 0.2 $ 39,379,879 100.0 % Average Premium Rate Our average premium rate is dependent on a number of factors, including: (1) the risk characteristics and average coverage on the mortgages we insure; (2) the mix of monthly premiums compared to single premiums in our portfolio; (3) cancellations of non-refundable single premium policies during the period; and (4) changes to our pricing.



The following table outlines our average premium rate, which reflects net premiums earned as a percentage of average IIF, for the periods presented:

Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2014 2013 2014 2013 Net premiums earned $ 50,342$ 27,481$ 95,092$ 48,745 Average IIF during the period $ 36,973,455$ 19,922,431$ 35,216,295$ 17,753,344 Average premium rate (annualized) 0.54 % 0.55 % 0.54 % 0.55 % 23

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Table of Contents Persistency Rate The measure for assessing the impact of policy cancellations on IIF is our persistency rate, defined as the percentage of IIF that remains on our books after any twelve-month period. See additional discussion regarding the impact of the persistency rate on our performance in "- Factors Affecting Our Results of Operations - Persistency and Business Mix." Risk to Capital The risk to capital ratio is frequently used as a measure of capital adequacy in the mortgage insurance industry and is calculated as a ratio of net risk in force to statutory capital. Net risk in force represents total risk in force net of reinsurance ceded and net of exposures on policies for which loss reserves have been established. Statutory capital is computed based on accounting practices prescribed or permitted by the Pennsylvania Insurance Department. See additional discussion in "- Liquidity and Capital Resources - Risk to Capital." As of June 30, 2014, our combined net risk in force was $9.7 billion and our combined statutory capital was $599.9 million, resulting in a risk to capital ratio of 16.2 to 1. The amount of capital required varies in each jurisdiction in which we operate; however, generally, the maximum permitted risk to capital ratio is 25.0 to 1. State insurance regulators and, as discussed in "- Liquidity and Capital Resources - Private Mortgage Insurer Eligibility Requirements" below, the GSEs are currently examining their respective capital rules to determine whether, in light of the recent financial crisis, changes are needed to more accurately assess mortgage insurers' ability to withstand stressful economic conditions. As a result, the capital metrics under which they assess and measure capital adequacy may change in the future. Independent of the state regulator and GSE capital requirements, management continually assesses the risk of our insurance portfolio and current market and economic conditions to determine the appropriate levels of capital to support our business. During the three months and six month periods ended June 30, 2014, capital contributions of $40 million and $75 million, respectively, were made by Essent Group Ltd. to our U.S. insurance subsidiaries. During the three and six month periods ended June 30, 2013, capital contributions of $70 million and $120 million, respectively, were made to our U.S. insurance subsidiaries. Results of Operations The following table sets forth our results of operations for the periods indicated: Summary of Operations Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2014 2013 2014 2013 Revenues: Net premiums written $ 63,505$ 44,923$ 115,697$ 78,296 Increase in unearned premiums (13,163 ) (17,442 ) (20,605 ) (29,551 ) Net premiums earned 50,342 27,481 95,092 48,745 Net investment income 3,080 1,014 4,978 1,744 Realized investment gains, net 68 83 468 93 Other income 793 986 1,566 2,013 Total revenues 54,283 29,564 102,104 52,595 Losses and expenses: Provision for losses and LAE 966 580 1,868 1,310 Other underwriting and operating expenses 23,648 15,557 47,107 30,519 Total losses and expenses 24,614 16,137 48,975 31,829 Income before income taxes 29,669 13,427 53,129 20,766 Income tax expense (benefit) 10,114 (10,150 ) 18,568 (10,011 ) Net income $ 19,555$ 23,577$ 34,561$ 30,777



Three and Six Months Ended June 30, 2014 Compared to the Three and Six Months Ended June 30, 2013

We reported net income of $19.6 million for the three months ended June 30, 2014 as compared to $23.6 million for the three months ended June 30, 2013. We reported net income of $34.6 million and $30.8 million for the six months ended June 30, 2014 and 2013, respectively. The decrease in our net income for the three months ended June 30, 2014 as compared to the same period of 2013 was primarily due to recording income tax expense in 2014 as compared to recording an income tax benefit in 2013. The income tax 24 --------------------------------------------------------------------------------



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benefit in both the three and six months ended June 30, 2013 resulted from the release of the valuation allowance on our deferred tax assets. Also affecting results for the three and six months ended June 30, 2014 as compared to the same periods of 2013 were increases in net premiums earned associated with the growth of our IIF and increases in net investment income, partially offset by increases in other underwriting and operating expenses and the provision for losses and loss adjustment expenses.



Net Premiums Written and Earned

Net premiums earned increased in the three months ended June 30, 2014 by 83% over the same period of 2013 primarily due to the increase in our average IIF from $19.9 billion for the three months ended June 30, 2013 to $37.0 billion for the three months ended June 30, 2014. Net premiums earned increased 95% in the six months ended June 30, 2014 over the same period of 2013 primarily due to the increase in our average IIF from $17.8 billion for the six months ended June 30, 2013 to $35.2 billion for the six months ended June 30, 2014. Net premiums written increased in the three and six months ended June 30, 2014 by 41% and 48%, respectively, over the three and six months ended June 30, 2013. In the three months ended June 30, 2014 and 2013, unearned premiums increased by $13.2 million and $17.5 million, respectively. The change in unearned premiums was a result of net premiums written on single premium policies of $19.6 million and $21.6 million, respectively, which was partially offset by $6.4 million and $4.1 million, respectively, of unearned premium that was recognized in earnings during the periods. In the six months ended June 30, 2014 and 2013, unearned premiums increased by $20.6 million and $29.6 million, respectively. This was a result of net premiums written on single premium policies of $32.1 million and $36.5 million, respectively, which was partially offset by $11.5 million and $6.9 million, respectively, of unearned premium that was recognized in earnings during the periods. Net Investment Income Our net investment income was derived from the following sources for the period indicated: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2014 2013 2014 2013 Fixed maturities $ 3,322 $ 1,144 $ 5,378$ 2,024 Short-term investments 19 2 31 4 Gross investment income 3,341 1,146 5,409 2,028 Investment expenses (261 ) (132 ) (431 ) (284 ) Net investment income $ 3,080 $ 1,014 $ 4,978$ 1,744 The increase in net investment income for the three and six months ended June 30, 2014 as compared to the same periods of 2013 was primarily due to an increase in the weighted average balance of our investment portfolio as a result of investing the proceeds from our initial public offering, capital contributions from our initial investors in June and March 2013, and cash flows generated from operations. The average cash and investment portfolio balance was $839.2 million for the three months ended June 30, 2014 compared to $363.8 million for the three months ended June 30, 2013. The average cash and investment portfolio balance was $829.9 million for the six months ended June 30, 2014 compared to $325.9 million for the same period of 2013. The pre-tax investment income yield was 1.6% and 1.3% in the three months ended June 30, 2014 and 2013, respectively, and 1.3% and 1.2% in the six months ended June 30, 2014 and 2013, respectively. The pre-tax investment income yields are calculated based on amortized cost. See "- Liquidity and Capital Resources" below for further details of our investment portfolio. Other Income Other income includes fees earned for information technology and customer support services provided to Triad and contract underwriting revenues. The decrease in other income for the three and six months ended June 30, 2014 compared to the same periods in 2013 was primarily due to a reduction in the number of Triad's mortgage insurance policies in force. The fees earned from Triad will continue to decrease over time as Triad's existing policies are cancelled.



Provision for Losses and Loss Adjustment Expenses

The increase in the provision for losses and LAE in the six months ended June 30, 2014 as compared to the same period in 2013 was primarily due to an increase in the number of insured loans in default partially offset by previously identified defaults that cured.

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The following table presents a rollforward of insured loans in default for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Beginning default inventory 192 75 159 56 Plus: new defaults 151 65 318 135 Less: cures (98 ) (46 ) (226 ) (95 ) Less: claims paid (10 ) (4 ) (16 ) (6 ) Ending default inventory 235 90 235 90 The increase in the number of defaults at June 30, 2014 compared to June 30, 2013 was primarily due to an increase in our IIF and policies in force, as well as further seasoning of our insurance portfolio. The following table includes additional information about our loans in default as of the dates indicated: As of June 30, 2014 2013 Case reserves (in thousands) $ 4,121$ 2,315 Ending default inventory 235 90 Average reserve per default $ 19,173$ 25,725 Default rate 0.13 % 0.09 %



Claims received included in ending default inventory 2 3

The decrease in the average reserve per default was primarily due to changes in the composition (such as mark-to-market loan-to-value ratios, risk in force, and number of months past due) of the underlying loans in default. In addition, historical cure ratios showed improvement in 2014.



The following tables provide a reconciliation of the beginning and ending reserve balances for losses and LAE and a detail of reserves and defaulted RIF by the number of missed payments and pending claims:

Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2014 2013 2014 2013 Reserve for losses and LAE at beginning of period $ 3,804 $ 2,164 $ 3,070$ 1,499 Add provision for losses and LAE occurring in: Current period 1,166 511 2,452 1,435 Prior years (200 ) 69 (584 ) (125 ) Incurred losses during the current period 966 580 1,868 1,310 Deduct payments for losses and LAE occurring in: Current period - 3 - 4 Prior years 264 193 432 257 Loss and LAE payments during the current period 264 196 432 261 Reserve for losses and LAE at end of period $ 4,506 $ 2,548 $ 4,506$ 2,548 26

-------------------------------------------------------------------------------- Table of Contents As of June 30, 2014 Number of Percentage of Reserves as a Policies in Policies in Amount of Percentage of Defaulted Percentage of ($ in thousands) Default Default Reserves Reserves RIF RIF Missed payments: Three payments or less 121 51 % $ 1,266 31 % $ 6,316 20 % Four to eleven payments 92 39 2,026 49 4,083 50 Twelve or more payments 20 9 724 18 990 73 Pending claims 2 1 105 2 103 102 Total 235 100 % 4,121 100 % $ 11,492 36 IBNR 309 LAE and other 76 Total reserves $ 4,506 As of June 30, 2013 Number of Percentage of Reserves as a Policies in Policies in Amount of Percentage of Defaulted Percentage of ($ in thousands) Default Default Reserves Reserves RIF RIF Missed payments: Three payments or less 49 55 % $ 740 32 % $ 2,559 29 % Four to eleven payments 34 38 1,154 50 1,762 66 Twelve or more payments 4 4 215 9 287 75 Pending claims 3 3 206 9 196 105 Total 90 100 % 2,315 100 % $ 4,804 48 IBNR 174 LAE and other 59 Total reserves $ 2,548 During the three months ended June 30, 2014, the provision for losses and LAE was $1.0 million, comprised of $1.2 million of current year losses partially offset by $0.2 million of favorable prior years' loss development. During the three months ended June 30, 2013, the provision for losses and LAE was $0.6 million, comprised of $0.5 million of current year losses and $0.1 million of unfavorable prior years' loss development. In both periods, the prior years' loss development is the result of a re-estimation of amounts ultimately to be paid on prior year defaults in the default inventory. During the three months ended June 30, 2014, we paid ten claims for a total amount of $0.3 million. During the three months ended June 30, 2013, we paid four claims for a total amount of $0.2 million. Claim severity, representing the total amount of claims paid divided by the related RIF of the defaulted mortgage loans, for the three months ended June 30, 2014 and 2013 was 54% and 81%, respectively. During the six months ended June 30, 2014, the provision for losses and LAE was $1.9 million, comprised of $2.5 million of current year losses partially offset by $0.6 million of favorable prior years' loss development. During the six months ended June 30, 2013, the provision for losses and LAE was $1.3 million, comprised of $1.4 million of current year losses partially offset by $0.1 million of favorable prior years' loss development. In both periods, the favorable prior years' loss development is the result of a re-estimation of amounts ultimately to be paid on prior year defaults in the default inventory. During the six months ended June 30, 2014, we paid sixteen claims for a total amount of $0.4 million. During the six months ended June 30, 2013, we paid six claims for a total amount of $0.2 million. Claim severity for the six months ended June 30, 2014 and 2013 was 62% and 86%, respectively. 27 --------------------------------------------------------------------------------



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Other Underwriting and Operating Expenses

The following are the components of our other underwriting and operating expenses for the periods indicated:

Three Months Ended June 30, Six



Months Ended June 30,

2014 2013 2014 2013 ($ in thousands) $ % $ % $ % $ % Compensation and benefits $ 15,840 67 % $ 10,465 67 % $ 31,508 67 % $ 19,990 65 % Other 7,808 33 5,092 33 15,599



33 10,529 35

$ 23,648 100 % $ 15,557 100 % $ 47,107



100 % $ 30,519 100 %

Number of employees at end of period 323 259 323 259 Other underwriting and operating expenses were $23.6 million in the three months ended June 30, 2014 as compared to $15.6 million in the three months ended June 30, 2013. Other underwriting and operating expenses were $47.1 million in the six months ended June 30, 2014 as compared to and $30.5 million for the same period of 2013. The significant factors contributing to the change in other underwriting and operating expenses were: † Compensation and benefits increased primarily due to the increase in our work force to 323 at June 30, 2014 from 209 at January 1, 2013. Additional employees were hired to support the growth in our business, particularly in our sales organization, as well as our underwriting and customer service teams. Compensation and benefits also increased as a result of an increase in stock-based compensation, which is primarily due to the nonvested shares and nonvested stock units issued to all of employees in connection with our initial public offering completed in November 2013 for which expenses are being recognized over the applicable vesting periods. Compensation and benefits includes salaries, wages and bonus, stock compensation expense, benefits and payroll taxes. † Other expenses, including premium taxes, travel, marketing, depreciation and amortization, hardware, software, rent and other facilities expenses, increased as a result of the expansion of our business. In addition, effective with the completion of our initial public offering, we have incurred certain incremental public company expenses, including increased insurance expenses and board of directors costs. Income Taxes Our subsidiaries in the United States file a consolidated U.S. Federal income tax return. Our income tax expense was $10.1 million for the three months ended June 30, 2014, compared to an income tax benefit of $10.2 million for the three months ended June 30, 2013. Our income tax expense was $18.6 million for the six months ended June 30, 2014, compared to an income tax benefit of $10.0 million for the six months ended June 30, 2013. Our effective tax rate was 34.1% for the three months ended June 30, 2014 and 34.9% for the six months ended June 30, 2014. In the three months ended June 30, 2014, our effective tax rate reflects the impact of the change in our annual effective tax rate for 2014 due to our change in expectations for earnings in Bermuda. Our effective tax rate for the six months ended June 30, 2014 approximates the federal statutory tax rate as earnings in Bermuda are expected to be substantially offset by permanent differences. Since inception and prior to June 30, 2013, we had evaluated the realizability of our deferred tax assets on a quarterly basis and concluded that it was more likely than not that some portion or all of the deferred tax asset would not be realized and provided a valuation allowance against the deferred tax assets. Accordingly, we did not record a benefit associated with the losses incurred in prior periods or for other income tax benefits. The income tax provision or benefit recognized in prior periods related to changes in our valuation allowance associated with changes in deferred tax liabilities relating to the change in the unrealized gain on our investment portfolio. At June 30, 2013, after weighing all the evidence, we concluded that it is more likely than not that our deferred tax assets will be realized. As a result, we released the valuation allowance on our deferred tax assets as of June 30, 2013, except for amounts that were to be released against income before income taxes for the remainder of 2013 and recognized an income tax benefit in the three and six months ended June 30, 2013. At June 30, 2014 and December 31, 2013, we concluded that it is more likely than not that our deferred tax assets would be realized. 28

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Table of Contents

Liquidity and Capital Resources

Overview



Our sources of funds consist primarily of:

† our investment portfolio and interest income on the portfolio;



† net premiums that we will receive from our existing IIF as well as policies that we write in the future; and

† issuance of capital shares.



Our obligations consist primarily of:

† claim payments under our policies; and † the other costs and operating expenses of our business. As of June 30, 2014, we had substantial liquidity with $855.2 million of net cash and investments, which includes $171.0 million at the holding company. Our net cash and investment position increased in the six months ended June 30, 2014 primarily as a result of net cash flow from operating activities. Our net cash investments position increased during the year ended December 31, 2013 primarily as a result of net proceeds of $313.7 million from our initial public offering of Common Shares which was completed in November 2013, $123.9 million in net capital contributions received from our initial investors, plus cash flows from operations, net of amounts invested in our fixed income portfolio. Essent Group Ltd. expects to make capital contributions to Essent Re of $100 million in connection with the quota share reinsurance agreement expected to be finalized in the third quarter of 2014. Management believes that the Company has sufficient liquidity available both at the holding company and in its insurance and other operating subsidiaries to meet its operating cash needs and obligations and committed capital expenditures for the next 12 months. While the Company and all of its subsidiaries are expected to have sufficient liquidity to meet all their expected obligations, additional capital may be required to meet any new capital requirements that are adopted by regulatory authorities or the GSEs, or to provide additional capital related to the growth of our risk in force in our insurance portfolio, or to fund new business initiatives. We continually evaluate opportunities based upon market conditions to finance our operations and/or increase our operating flexibility by accessing the capital markets or other types of indebtedness with institutional lenders. There can be no guarantee that any such financing opportunities will be available on acceptable terms or at all.



At the operating subsidiary level, liquidity could be impacted by any one of the following factors:

† significant decline in the value of our investments; † inability to sell investment assets to provide cash to fund operating needs; † decline in expected revenues generated from operations; † increase in expected claim payments related to our IIF; or † increase in operating expenses. The ability of our insurance subsidiaries to declare dividends is restricted by certain provisions of the insurance laws of the Commonwealth of Pennsylvania, their state of domicile. The insurance laws of the Commonwealth of Pennsylvania establish a test limiting the maximum amount of dividends that may be paid out of unassigned surplus by an insurer without prior approval by the Pennsylvania Insurance Commissioner. Under such a test, we may pay dividends during any 12-month period in an amount equal to the greater of (i) 10 percent of the preceding year-end statutory policyholder's surplus or (ii) the preceding year's statutory net income. Pennsylvania statute also requires that dividends and other distributions be paid out of positive unassigned surplus without prior approval. At June 30, 2014, Essent Guaranty, Inc. had negative unassigned surplus and therefore would require prior approval by the Pennsylvania Insurance Commissioner to make any dividend payment or other distributions in 2014. At June 30, 2014, Essent 29

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Guaranty of PA, Inc. had unassigned surplus of $1.6 million. In March 2014, Essent Guaranty of PA, Inc. paid a $200,000 dividend to Essent US Holdings, Inc. and in December 2013, Essent Guaranty of PA, Inc. paid a $5,000 dividend to Essent US Holdings, Inc.Essent Guaranty, Inc. has paid no dividends since its inception. At June 30, 2014, our insurance subsidiaries were in compliance with these rules and regulations. Cash Flows



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

Six Months Ended June 30, ($ in thousands) 2014 2013 Net cash provided by operating activities $ 45,247 $



47,799

Net cash used in investing activities (504,683 ) (62,106 ) Net cash (used in) provided by financing activities (4,039 ) 121,158 Net (decrease) increase in cash $ (463,475 )$ 106,851 Operating Activities Cash flow provided by operating activities totaled $45.2 million for the six months ended June 30, 2014 as compared to cash flow provided by operating activities of $47.8 million for the six months ended June 30, 2013. The decrease in cash flow from operations of $2.6 million in 2014 was a result of increases in prepaid taxes and expenses paid, partially offset by increases in premiums received and net investment income. Investing Activities Cash flow used in investing activities totaled $504.7 million for the six months ended June 30, 2014 as compared to cash used in investing activities of $62.1 million for the six months ended June 30, 2013. The increase in cash flow used in investing activities was primarily related to investing capital contributions from our initial investors received in 2013, proceeds from our initial public offering that was completed in November 2013, and cash flows from the business. Financing Activities Cash flow used in financing activities totaled $4.0 million for the six months ended June 30, 2014 as compared to cash provided by financing activities of $121.2 million for the six months ended June 30, 2013. Cash used in financing activities for the six months ended June 30, 2014 was primarily related to the acquisition of treasury stock from employees to satisfy tax withholding obligations, a payment made to Triad under the asset purchase agreement, and payment of accrued offering costs, partially offset by excess tax benefits recognized as a result of stock-based compensation. Cash provided by financing activities in the six months ended June 30, 2013 was principally due to proceeds received from Class A common shares issued to our initial investors. Risk to Capital We compute our risk to capital ratio on a separate company statutory basis, as well as for our combined insurance operations. The risk to capital ratio is our net risk in force divided by our statutory capital. Our net risk in force represents risk in force net of reinsurance ceded, if any, and net of exposures on policies for which loss reserves have been established. Statutory capital consists primarily of statutory policyholders' surplus (which increases as a result of statutory net income and decreases as a result of statutory net loss and dividends paid), plus the statutory contingency reserve. The statutory contingency reserve is reported as a liability on the statutory balance sheet. A mortgage insurance company is required to make annual contributions to the contingency reserve of 50% of net premiums earned. These contributions must generally be maintained for a period of ten years. However, with regulatory approval a mortgage insurance company may make early withdrawals from the contingency reserve when incurred losses exceed 35% of net premiums earned in a calendar year. During the three and six month periods ended June 30, 2014, capital contributions of $40 million and $75 million, respectively, were made by Essent Group Ltd. to our U.S. insurance subsidiaries. During the three and six month periods ended June 30, 2013, capital contributions of $70 million and $120 million, respectively, were made to our U.S. insurance subsidiaries. 30 --------------------------------------------------------------------------------



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Our combined risk to capital calculation as of June 30, 2014 is as follows:

Combined statutory capital: ($ in thousands) Policyholders' surplus $ 465,603 Contingency reserves 134,325 Combined statutory capital $ 599,928 Combined net risk in force $ 9,696,119 Combined risk to capital ratio 16.2:1 For additional information regarding regulatory capital, see Note 11 to our condensed consolidated financial statements. Our combined statutory capital equals the sum of statutory capital of our U.S. insurance subsidiaries, Essent Guaranty, Inc. and Essent Guaranty of PA, Inc., after eliminating the impact of intercompany transactions. The combined risk to capital ratio equals the sum of the net risk in force of Essent Guaranty, Inc. and Essent Guaranty of PA, Inc. divided by combined statutory capital. The information above has been derived from the annual and quarterly statements of our insurance subsidiaries, which have been prepared in conformity with accounting practices prescribed or permitted by the Pennsylvania Insurance Department. Such practices vary from accounting principles generally accepted in the United States. Financial Strength Ratings



The financial strength of Essent Guaranty, Inc., our principal mortgage insurance subsidiary, is rated Baa2 by Moody's Investors Service ("Moody's") with a stable outlook. Standard & Poor's Rating Services' ("S&P") insurer financial strength rating of Essent Guaranty, Inc. is BBB+ with a stable outlook.

Draft Private Mortgage Insurer Eligibility Requirements

On July 10, 2014, the Federal Housing Finance Agency ("FHFA") released for public input draft Private Mortgage Insurer Eligibility Requirements ("PMIERs"). If implemented, the PMIERs represent revised standards by which private mortgage insurers would be eligible to provide mortgage insurance on loans owned or guaranteed by Fannie Mae and Freddie Mac. The PMIERs include new financial strength requirements incorporating a risk-based framework that would require approved insurers to have a sufficient level of liquid assets from which to pay claims. These new requirements also would impact the amount of capital a mortgage insurer must hold. The draft requirements also include enhanced operational performance expectations and define remedial actions that would apply should an approved insurer fail to comply with the new requirements. The public input period with respect to the PMIERs is expected to close on September 8, 2014. Financial Condition Stockholders' Equity



As of June 30, 2014, stockholders' equity was $768.0 million compared to $722.1 million as of December 31, 2013. This increase was primarily due to net income generated in 2014.

Investments As of June 30, 2014, the total fair value of our investment portfolio was $845.9 million, compared to $332.6 million as of December 31, 2013. This increase was primarily due to the investment of proceeds from our initial public offering and capital contributions in the form of cash that were received in 2013 which had not been fully invested as of December 31, 2013. 31 -------------------------------------------------------------------------------- Table of Contents Investment Portfolio by Asset Class Asset Class June 30, 2014 December 31, 2013 ($ in thousands) Fair Value Percent Fair Value Percent U.S. Treasury securities $ 66,719 7.9 % $ 59,187 17.8 % U.S. agency securities 8,165 1.0 14,839 4.5 U.S. agency mortgage-backed securities 60,928 7.2 22,241 6.7 Municipal debt securities(1) 170,795 20.2 57,650 17.3 Corporate debt securities 241,874 28.5 125,593 37.8 Mortgage-backed securities 54,207 6.4 18,581 5.6 Asset-backed securities 88,710 10.5 20,385 6.1 Money market funds 154,472 18.3 14,079 4.2 Total Investments $ 845,870 100.0 % $ 332,555 100.0 % (1) At June 30, 2014, approximately 57% of municipal debt securities were special revenue bonds, 40% were general obligation bonds, 2% were tax allocation bonds, and 1% were certification of participation bonds. At December 31, 2013, all municipal debt securities were general obligation bonds. For information regarding the amortized cost and fair value of the municipal debt securities, see Note 2 to our condensed consolidated financial statements. Investment Portfolio by Rating Rating(1) June 30, 2014 December 31, 2013 ($ in thousands) Fair Value Percent Fair Value Percent Aaa $ 436,451 51.7 % $ 147,862 44.5 % Aa1 34,913 4.1 21,570 6.5 Aa2 41,658 4.9 15,464 4.6 Aa3 31,776 3.8 11,902 3.6 A1 67,136 7.9 26,541 8.0 A2 46,785 5.5 17,045 5.1 A3 56,170 6.6 29,886 9.0 Baa1 52,043 6.2 24,441 7.3 Baa2 68,474 8.1 30,782 9.3 Baa3 10,464 1.2 7,062 2.1 Below Baa3- - - - - Total Investments $ 845,870 100.0 % $ 332,555 100.0 % (1) Based on ratings issued by Moody's, if available. S&P rating



utilized if Moody's not available.

Investment Portfolio by Effective Duration Effective Duration June 30, 2014 December 31, 2013 ($ in thousands) Fair Value Percent Fair Value Percent < 1 Year $ 261,123 30.8 % $ 65,092 19.6 % 1 to < 2 Years 64,615 7.6 19,093 5.7 2 to < 3 Years 97,011 11.5 74,335 22.4 3 to < 4 Years 109,829 13.0 63,214 19.0 4 to < 5 Years 62,328 7.4 66,230 19.9 5 or more Years 250,964 29.7 44,591 13.4 Total Investments $ 845,870 100.0 % $ 332,555 100.0 % 32

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Table of Contents Top Ten Portfolio Holdings June 30, 2014 Rank Amortized Unrealized Credit ($ in thousands) Security Fair Value Cost Gain (Loss)(1) Rating(2) 1 U.S. T-Note 2.125% 1/31/21 $12,360$12,325$35 Aaa 2 U.S. Treasury Bill 9/11/14 10,000 9,999 1 Aaa 3 U.S. Treasury Bill 9/18/14 8,700 8,699 1 Aaa 4 Freddie Mac 4.0% 30 Yr MBS 7,038 6,895 143 Aaa 5 US T-Note 2.625% 12/31/14 5,367 5,327 40 Aaa 6 Ally Master Owner Trust ABS 2014-1 A1 5,052 5,062 (10 ) Aaa 7 Bear Stearns Commercial Mortgage Securities Trust CMBS 2007-T26 A4 4,670 4,792 (122 ) Aaa 8 Freddie Mac 3.0% 30 Yr MBS 4,409 4,311 98 Aaa 9 Educational Services of America ABS 2014-2 A 4,050 4,050 - Aaa 10 SLM Corp ABS 2004-5A A5 4,025 4,022 3 Aaa Total $65,671$65,482$189 Percent of Investment Portfolio 7.8 %

-------------------------------------------------------------------------------- (1) As of June 30, 2014, for securities in unrealized loss positions, management believes decline in fair values is principally associated with the changes in the interest rate environment subsequent to their purchase and there are no other-than-temporary impairments. Also, see Note 2 to our condensed consolidated financial statements, which summarizes the aggregate amount of gross unrealized losses by asset class in which the fair value of investments has been less than cost for more than 12 months and less than 12 months. (2) Based on ratings issued by Moody's, if available. S&P rating utilized if Moody's not available. Rank December 31, 2013 ($ in thousands) Security Fair Value 1 U.S. T-Note 2% 4/30/2016 $ 6,621 2 U.S. T-Note 2.125% 2/29/2016 6,442 3 U.S. T-Note 2.625% 12/31/2014 5,429 4 U.S. T-Note 2.375% 6/30/2018 4,874 5 U.S. T-Note 1.625% 8/15/2022 4,724 6 Goldman Sachs CMBS 2007-1 4,392 7 U.S. T-Note 1.375% 9/30/2018 3,951 8 U.S. T-Note 3.625% 2/15/2021 3,885 9 Freddie Mac 3.0% 30 Yr MBS 3,813 10 Scholar Funding ABS 2013-A 3,331 Total $ 47,462 Percent of Investment Portfolio 14.3 % 33

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The following table includes municipal debt securities for states that represent more than 10% of the total municipal bond position as of June 30, 2014:

Amortized Credit ($ in thousands) Fair Value Cost Rating (1), (2) Texas City of Houston TX $ 4,131$ 4,040 Aa2 Dallas/Fort Worth International Airport 2,756 2,682



A1

The University of Texas 2,464 2,408



Aaa

Cypress-Fairbanks Independent School District 2,227 2,222



Aaa

Harris County Cultural Education 1,999 2,000



A1

Alamo Community College District 1,796 1,788



Aaa

Alvin Independent School District 1,294 1,291



Aaa

Texas Transportation Commission 1,226 1,195



Aaa

County of Dallas TX 1,142 1,141



Aaa

Pasadena Independent School District 1,111 1,100



Aaa

Tarrant County Cultural Education 1,106 1,093 Aa3 State of Texas Public Finance Authority 1,088 1,081 Aaa County of Rockwall TX 823 820 Aa2 City of El Paso TX 601 578 Aa1 North Texas Tollway Authority 501 500 A2 $ 24,265$ 23,939 New York New York City Transitional Finance Authority $ 3,860$ 3,794



Aa1

New York State Urban Development 2,809 2,755



Aaa

Metropolitan Transportation Authority 2,381 2,318



A2

Port Authority of New York & New Jersey 2,372 2,307 Aa3 City of New York NY 2,338 2,320 Aa2 County of Albany NY 1,911 1,887 Aa3 New York City Water and Sewer System 1,687 1,644



Aa2

New York State Dormitory Authority 1,185 1,148



Aa2

Town of Oyster Bay NY 1,166 1,148



Aa2

Triborough Bridge & Tunnel Authority 775 769 Aa3 $ 20,484$ 20,090

-------------------------------------------------------------------------------- (1) None of the above securities include financial guaranty



insurance. Certain securities include state enhancements. The above ratings exclude the effect of such state enhancements.

(2) Based on ratings issued by Moody's if available. S&P



rating

utilized if Moody's is not available.

Contractual Obligations We lease office space for use in our operations under leases accounted for as operating leases. In May 2014, we amended our existing lease agreement for our office space in North Carolina and extended the lease term to 2025. As a result, our operating lease obligations increased in total by $10.7 million. As of June 30, 2014, the increased payments are expected to be due as follows: $0 due in less than 1 year, $1.8 million due in 1 to 3 years, $2.0 million due in 3 to 5 years, and $6.9 million due in 5 years and later.



Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or financing activities with special-purpose entities.

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