UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)		October 17, 2007

MGIC Investment Corporation

(Exact Name of Registrant as Specified in Its Charter)

Wisconsin

(State or Other Jurisdiction of Incorporation)

1-10816		39-1486475
(Commission File Number)		(IRS Employer Identification No.)

MGIC Plaza, 250 East Kilbourn Avenue, Milwaukee, WI		53202
(Address of Principal Executive Offices)		(Zip Code)

(414) 347-6480

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02.		Results of Operations and Financial Condition

The Company issued a press release on October 17, 2007 announcing its results of operations for the quarter ended September 30, 2007 and certain other information. The press release is furnished as Exhibit 99.

Item 7.01.		Regulation FD Disclosure

			On October 17, 2007, the Company posted on its website information about its primary risk in force as of September 30, 2007. These materials can be found under “Investor — News and Financials — News Releases — Webcasts/Presentations”.

Item 9.01.		Financial Statements and Exhibits

	(d)		Exhibits
			Pursuant to General Instruction B.2 to Form 8-K, the Company’s October 17, 2007 press release is furnished as Exhibit 99 and is not filed.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit
Number				Description of Exhibit
	99			Press Release dated October 17, 2007. (Pursuant to General Instruction B.2 to Form 8-K, this press release is furnished and is not filed.)

Exhibit 99

Investor Contact:		Michael J. Zimmerman, Investor Relations, (414) 347-6596, mike_zimmerman@mgic.com
Media Contact:		Katie Monfre, Corporate Communications, (414) 347-2650, katie_monfre@mgic.com

MGIC Investment Corporation
Reports Third Quarter 2007 Results

MILWAUKEE (October 17, 2007) — MGIC Investment Corporation (NYSE:MTG) today reported a net loss for the quarter ended September 30, 2007 of $372.5 million, including certain one-time items described below, which are related to previously disclosed events. This compares with net income of $130.0 million for the same quarter a year ago. Diluted loss per share was $4.60 for the quarter ending September 30, 2007, compared to earnings per share of $1.55 for the same quarter a year ago. The one-time items included in the quarterly results are: an after-tax write down of $303.0 million related to the impairment of the company’s investment in C-BASS, an after-tax realized gain of $105.9 million on the company’s sale of a portion of its stake in Sherman Financial Group, and $11.3 million in pre-tax expenses associated with its terminated merger with Radian Group.

Curt S. Culver, chairman and chief executive officer of MGIC Investment Corporation and Mortgage Guaranty Insurance Corporation (MGIC), said that the dislocation of the mortgage finance and housing markets had a material impact on the company’s financial results in the third quarter. Mr. Culver said that MGIC expects these market conditions to continue to have an impact on its financial results through 2008. He added that, despite this difficult operating environment, there have been significant improvements to the company’s business fundamentals, including higher persistency, increased use of mortgage insurance, insurance in force growth and improved credit standards, which should benefit the company financially over the long-term. In addition he said that the company is well positioned from a capital perspective.

The company is providing the following guidance for the remainder of 2007 and the full year 2008:

	•		2007 Fourth Quarter paid losses approximating $270 to $290 million
	•		2008 paid losses approximating $1.2 to $1.5 billion
	•		2008 Insurance in force growth approximating 8% to 10%
	•		2008 Total Mortgage Originations approximating $1.8 to $2.0 trillion with flow mortgage insurance penetration approximating 16% to 17%
	•		2008 New Insurance Written approximating $60 to $64 billion

Given the company’s expectations for paid losses, unless the cure rate and loss severity improves, the company does not foresee net income for the fourth quarter of 2007 and the full year 2008.

The Company is not undertaking any obligation to update the guidance given above. No interested party should rely on the fact that such guidance is current at any time other than the time of issuance of this press release.

Net loss for the first nine months of 2007 was $203.4 million, compared with net income of $443.3 million for the same period last year. For the first nine months of 2007, diluted loss per share was $2.48 compared with diluted earnings per share of $5.17 for the same period last year.

Total revenues for the third quarter were $555.4 million, up 50.4 percent from $369.4 million in the third quarter of 2006. The increase in revenues resulted primarily from the $162.9 million pre-tax realized gain from the partial sale of the Sherman joint venture and an increase in earned premiums of 8.4 percent. Net premiums written for the quarter were $340.2 million, compared with $305.9 million in the third quarter last year, an increase of 11.2 percent.

New insurance written in the third quarter was $21.1 billion, compared to $16.6 billion in the third quarter of 2006. New insurance written for the quarter included $1.4 billion of bulk business compared with $5.8 billion in the same period last year. New insurance written for the first nine months of 2007 was $52.8 billion compared to $42.8 billion for the same period in 2006 and includes $5.5 billion of bulk business compared to $13.9 billion in the first nine months of 2006.

Persistency, or the percentage of insurance remaining in force from one year prior, was 74.0 percent at September 30, 2007, compared with 69.6 percent at December 31, 2006, and 67.8 percent at September 30, 2006.

As of September 30, 2007, MGIC’s primary insurance in force was $196.6 billion, compared with $176.5 billion at December 31, 2006, and $173.4 billion at September 30, 2006. The book value of MGIC Investment Corporation’s investment portfolio was $5.4 billion at September 30, 2007, compared with $5.3 billion at December 31, 2006, and $5.3 billion at September 30, 2006.

As of September 30, 2007, the delinquency inventory is 90,829. At September 30, 2007, the percentage of loans that were delinquent, excluding bulk loans, was 4.33 percent, compared with 4.08 percent at December 31, 2006, and 3.99 percent at September 30, 2006. Including bulk loans, the percentage of loans that were delinquent at September 30, 2007 was 6.63 percent, compared to 6.13 percent at December 31, 2006, and 5.98 percent at September 30, 2006.

Losses incurred in the third quarter were $602.3 million, up from $165.0 million reported for the same period last year due primarily to the increase in both the number and size of loans that are delinquent, increased loss severity, decreased cure rates in certain markets, particularly California and Florida, continued weakness in the Midwest, and increased paid losses. Expenses were $87.6 million in the third quarter up from $71.6 million reported for the same period last year primarily due to $11.3 million of one-time merger related expenses.

Loss from joint ventures, net of tax, for the quarter was $290.6 million, down from income, net of tax of, $35.9 million for the same period last year. Included in the joint venture loss is a charge, net of tax, of $303.0 million ($466 million pre-tax) which was taken for the impairment of the entire equity investment in C-BASS. The company continues to carry at face value its’ $50 million note from C-BASS. For the nine months ending September 30, 2007 joint venture losses, net of tax, were $244.7 million versus joint venture income, net of tax, of $122.5 million for the same period one year ago.

About MGIC

MGIC (www.mgic.com), the principal subsidiary of MGIC Investment Corporation, is the nation’s leading provider of private mortgage insurance coverage with $196.6 billion primary insurance in force covering 1.37 million

mortgages as of September 30, 2007. MGIC serves 5,000 lenders with locations across the country and in Puerto Rico, Guam and Australia, helping families achieve homeownership sooner by making affordable low-down-payment mortgages a reality.

Webcast Details

As previously announced, MGIC Investment Corporation will hold a webcast today at 10 a.m. ET to allow securities analysts and shareholders the opportunity to hear management discuss the company’s quarterly results. The call is being webcast and can be accessed at the company’s website at www.mgic.com. The webcast is also being distributed over CCBN’s Investor Distribution Network to both institutional and individual investors. Investors can listen to the call through CCBN’s individual investor center at www.companyboardroom.com or by visiting any of the investor sites in CCBN’s Individual Investor Network. The webcast will be available for replay through November 17, 2007.

This press release, which includes certain additional statistical and other information, including non-GAAP financial information, is available on the Company’s website at www.mgic.com under “Investor — News and Financials — News Releases.” The Company also posted on its website additional information it feels will be provide investors useful information about the Company’s Primary Risk in force under “Investor — News and Financials — News Releases — Webcasts/Presentations”.

Safe Harbor Statement

Forward-Looking Statements and Risk Factors:

Our revenues and losses could be affected by the risk factors discussed below that are applicable to us, and our income from joint ventures could be affected by the risk factors discussed below that are applicable to C-BASS and Sherman. These risk factors should be reviewed in connection with this press release and our periodic reports to the Securities and Exchange Commission. These factors may also cause actual results to differ materially from the results contemplated by forward looking statements that we may make. Forward looking statements consist of statements which relate to matters other than historical fact. Among others, statements that include words such as we “believe”, “anticipate” or “expect”, or words of similar import, are forward looking statements. We are not undertaking any obligation to update any forward looking statements we may make even though these statements may be affected by events or circumstances occurring after the forward looking statements were made.

Deterioration in home prices in the segment of the market we serve, a downturn in the domestic economy or changes in our mix of business may result in more homeowners defaulting and our losses increasing.

Losses result from events that reduce a borrower’s ability to continue to make mortgage payments, such as unemployment, and whether the home of a borrower who defaults on his mortgage can be sold for an amount that will cover unpaid principal and interest and the expenses of the sale. Favorable economic conditions generally reduce the likelihood that borrowers will lack sufficient income to pay their mortgages and also favorably affect the value of homes, thereby reducing and in some cases even eliminating a loss from a mortgage default. A deterioration in economic conditions generally increases the likelihood that borrowers will not have sufficient income to pay their mortgages and can also adversely affect housing values. Housing values may decline even absent a deterioration in economic conditions due to declines in demand for homes, which in turn may result from changes in buyers’ perceptions of the potential for future appreciation, restrictions on mortgage credit due to more stringent underwriting standards or other factors.

The mix of business we write also affects the likelihood of losses occurring. In recent years, the percentage of our volume written on a flow basis that includes segments we view as having a higher probability of claim has continued to increase. These segments include loans with LTV ratios over 95% (including loans with 100% LTV ratios), FICO credit scores below 620, limited underwriting, including limited borrower documentation, or total debt-to-income ratios of 38% or higher, as well as loans having combinations of higher risk factors.

Approximately 6.0% of our primary risk in force written through the flow channel, and 72% of our primary risk in force written through the bulk channel, consists of adjustable rate mortgages in which the initial interest rate may be adjusted during the five years after the mortgage closing (“ARMs”). (We classify as fixed rate loans adjustable rate mortgages in which the initial interest rate is fixed during the five years after the mortgage closing.) We believe that during a prolonged period of rising interest rates, claims on ARMs would be substantially higher than for fixed rate loans. Moreover, even if interest rates remain unchanged, claims on ARMs with a “teaser rate” (an initial interest rate that does not fully reflect the index which determines subsequent rates) may also be substantially higher because of the increase in the mortgage payment that will occur when the fully indexed rate becomes effective. In addition, we believe the volume of “interest-only” loans (which may also be ARMs) and loans with negative amortization features, such as pay option ARMs, increased in 2005 and 2006 and have remained at these levels during 2007. Because interest-only loans and pay option ARMs are a relatively recent development, we have no meaningful data on their historical performance. We believe claim rates on certain of these loans will be substantially higher than on loans without scheduled payment increases that are made to borrowers of comparable credit quality.

The amount of insurance we write could be adversely affected if lenders and investors select alternatives to private mortgage insurance.

These alternatives to private mortgage insurance include:

	•		lenders originating mortgages using piggyback structures to avoid private mortgage insurance, such as a first mortgage with an 80% loan-to-value (“LTV”) ratio and a second mortgage with a 10%, 15% or 20% LTV ratio (referred to as 80-10-10, 80-15-5 or 80-20 loans, respectively) rather than a first mortgage with a 90%, 95% or 100% LTV ratio that has private mortgage insurance,
	•		lenders and other investors holding mortgages in portfolio and self-insuring,
	•		investors using credit enhancements other than private mortgage insurance, using other credit enhancements in conjunction with reduced levels of private mortgage insurance coverage, or accepting credit risk without credit enhancement, and
	•		lenders using government mortgage insurance programs, including those of the Federal Housing Administration and the Veterans Administration.

While no data is publicly available, we believe that in recent years piggyback loans have been a significant percentage of mortgage originations in which borrowers make down payments of less than 20%, although their use has declined in 2007. We also believe that their use is primarily by borrowers with higher credit scores. We have a program designed to recapture business lost to these mortgage insurance avoidance products. This program accounted for 9.5 % of flow new insurance written in 2007 and 9.1% and 6.5% of flow new insurance written in 2006 and 2005, respectively.

Competition or changes in our relationships with our customers could reduce our revenues or increase our losses.

Competition for private mortgage insurance premiums occurs not only among private mortgage insurers but also with mortgage lenders through captive mortgage reinsurance transactions. In these transactions, a lender’s affiliate reinsures a portion of the insurance written by a private mortgage insurer on mortgages originated or serviced by the lender. As discussed under “The mortgage insurance industry is subject to risk from private litigation and regulatory proceedings” below, we provided information to the New York Insurance Department and the Minnesota Department of Commerce about captive mortgage reinsurance arrangements. Other insurance departments or other officials, including attorneys general, may also seek information about or investigate captive mortgage reinsurance.

The level of competition within the private mortgage insurance industry has also increased as many large mortgage lenders have reduced the number of private mortgage insurers with whom they do business. At the same time, consolidation among mortgage lenders has increased the share of the mortgage lending market held by large lenders.

Our private mortgage insurance competitors include:

	•		PMI Mortgage Insurance Company,
	•		Genworth Mortgage Insurance Corporation,
	•		United Guaranty Residential Insurance Company,
	•		Radian Guaranty Inc.,
	•		Republic Mortgage Insurance Company,
	•		Triad Guaranty Insurance Corporation, and
	•		CMG Mortgage Insurance Company.

If interest rates decline, house prices appreciate or mortgage insurance cancellation requirements change, the length of time that our policies remain in force could decline and result in declines in our revenue.

In each year, most of our premiums are from insurance that has been written in prior years. As a result, the length of time insurance remains in force (which is also generally referred to as persistency) is an important determinant of revenues. The factors affecting the length of time our insurance remains in force include:

•

the level of current mortgage interest rates compared to the mortgage coupon rates on the insurance in force, which affects the vulnerability of the insurance in force to refinancings, and

•

mortgage insurance cancellation policies of mortgage investors along with the rate of home price appreciation experienced by the homes underlying the mortgages in the insurance in force.

During the 1990s, our year-end persistency ranged from a high of 87.4% at December 31, 1990 to a low of 68.1% at December 31, 1998. At September 30, 2007 persistency was at 74.0%, compared to the record low of 44.9% at September 30, 2003. Over the past several years, refinancing has become easier to accomplish and less costly for many consumers. Hence, even in an interest rate environment favorable to persistency improvement, we do not expect persistency will approach its December 31, 1990 level.

If the volume of low down payment home mortgage originations declines, the amount of insurance that we write could decline which would reduce our revenues.

The factors that affect the volume of low-down-payment mortgage originations include:

	•		the level of home mortgage interest rates,
	•		the health of the domestic economy as well as conditions in regional and local economies,
	•		housing affordability,
	•		population trends, including the rate of household formation,

	•		the rate of home price appreciation, which in times of heavy refinancing can affect whether refinance loans have LTV ratios that require private mortgage insurance, and
	•		government housing policy encouraging loans to first-time homebuyers.

In general, the majority of the underwriting profit (premium revenue minus losses) that a book of mortgage insurance generates occurs in the early years of the book, with the largest portion of the underwriting profit realized in the first year. Subsequent years of a book generally result in modest underwriting profit or underwriting losses. This pattern of results occurs because relatively few of the claims that a book will ultimately experience occur in the first few years of the book, when premium revenue is highest, while subsequent years are affected by declining premium revenues, as persistency decreases due to loan prepayments, and higher losses.

If all other things were equal, a decline in new insurance written in a year that followed a number of years of higher volume could result in a lower contribution to the mortgage insurer’s overall results. This effect may occur because the older books will be experiencing declines in revenue and increases in losses with a lower amount of underwriting profit on the new book available to offset these results.

Whether such a lower contribution would in fact occur depends in part on the extent of the volume decline. Even with a substantial decline in volume, there may be offsetting factors that could increase the contribution in the current year. These offsetting factors include higher persistency and a mix of business with higher average premiums, which could have the effect of increasing revenues, and improvements in the economy, which could have the effect of reducing losses. In addition, the effect on the insurer’s overall results from such a lower contribution may be offset by decreases in the mortgage insurer’s expenses that are unrelated to claim or default activity, including those related to lower volume.

Changes in the business practices of Fannie Mae and Freddie Mac could reduce our revenues or increase our losses.

The business practices of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), each of which is a government sponsored entity (“GSE”), affect the entire relationship between them and mortgage insurers and include:

	•		the level of private mortgage insurance coverage, subject to the limitations of Fannie Mae and Freddie Mac’s charters, when private mortgage insurance is used as the required credit enhancement on low down payment mortgages,
	•		whether Fannie Mae or Freddie Mac influence the mortgage lender’s selection of the mortgage insurer providing coverage and, if so, any transactions that are related to that selection,
	•		whether Fannie Mae or Freddie Mac will give mortgage lenders an incentive, such as a reduced guaranty fee, to select a mortgage insurer that has a “AAA” claims-paying ability rating to benefit from the lower capital requirements for Fannie Mae and Freddie Mac when a mortgage is insured by a company with that rating,
	•		the underwriting standards that determine what loans are eligible for purchase by Fannie Mae or Freddie Mac, which thereby affect the quality of the risk insured by the mortgage insurer and the availability of mortgage loans,
	•		the terms on which mortgage insurance coverage can be canceled before reaching the cancellation thresholds established by law, and
	•		the circumstances in which mortgage servicers must perform activities intended to avoid or mitigate loss on insured mortgages that are delinquent.

The mortgage insurance industry is subject to the risk of private litigation and regulatory proceedings.

Consumers are bringing a growing number of lawsuits against home mortgage lenders and settlement service providers. In recent years, seven mortgage insurers, including MGIC, have been involved in litigation alleging violations of the anti-referral fee provisions of the Real Estate Settlement Procedures Act, which is commonly known as RESPA, and the notice provisions of the Fair Credit Reporting Act, which is commonly known as FCRA. MGIC’s settlement of class action litigation against it under RESPA became final in October 2003. MGIC settled the named plaintiffs’ claims in litigation against it under FCRA in late December 2004 following denial of class certification in June 2004. Since December 2006, class action litigation was separately brought against a number of large lenders alleging that their captive mortgage reinsurance arrangements violated RESPA. While we are not a defendant in any of these cases, there can be no assurance that MGIC will not be subject to future litigation under RESPA or FCRA or that the outcome of any such litigation would not have a material adverse effect on us.

In June 2005, in response to a letter from the New York Insurance Department (the “NYID”), we provided information regarding captive mortgage reinsurance arrangements and other types of arrangements in which lenders receive compensation. In February 2006, the NYID requested MGIC to review its premium rates in New York and to file adjusted rates based on recent years’ experience or to explain why such experience would not alter rates. In March 2006, MGIC advised the NYID that it believes its premium rates are reasonable and that, given the nature of mortgage insurance risk, premium rates should not be determined only by the experience of recent years. In February 2006, in response to an administrative subpoena from the Minnesota Department of Commerce (the “MDC”), which regulates insurance, we provided the MDC with information about captive mortgage reinsurance and certain other matters. We subsequently provided additional information to the MDC. Other insurance departments or other officials, including attorneys general, may also seek information about or investigate captive mortgage reinsurance.

The anti-referral fee provisions of RESPA provide that the Department of Housing and Urban Development (“HUD”) as well as the insurance commissioner or attorney general of any state may bring an action to enjoin violations of these provisions of RESPA. The insurance law provisions of many states prohibit paying for the referral of insurance business and provide various mechanisms to enforce this prohibition. While we believe our captive reinsurance arrangements are in conformity with applicable laws and regulations, it is not possible to predict the outcome of any such reviews or investigations nor is it possible to predict their effect on us or the mortgage insurance industry.

The Internal Revenue Service has proposed significant adjustments to our taxable income for 2000 through 2004.

The Internal Revenue Service (“IRS”) has been conducting an examination of our federal income tax returns for taxable years 2000 though 2004. On June 1, 2007, as a result of this examination, we received a Revenue Agent Report (“RAR”). The adjustments reported on the RAR would substantially increase taxable income for those tax years and resulted in the issuance of an assessment for unpaid taxes totaling $189.5 million in taxes and accuracy related penalties, plus applicable interest. We have agreed with the IRS on certain issues and paid $10.5 million in additional taxes and interest. The remaining unagreed issue relates to our treatment of the flow through income and loss from a portfolio of investments in the residual interests of Real Estate Mortgage Investment Conduits (“REMICs”). This portfolio has been managed and maintained during years prior to, during and subsequent to the examination period. The IRS has indicated that it does not believe that, for various reasons, that we have established sufficient tax basis in the REMIC residual interests to deduct the losses from taxable income. We disagree with this conclusion and believe that the flow through income and loss from these investments was properly reported on our federal income tax returns in accordance with applicable tax laws and regulations in effect during the periods involved and have appealed these adjustments. The appeals process may take some time and a final resolution may not be reached until a date many months or years into the future. On July 2, 2007, the Company made a payment on account of $65.2 million with the United States Department of the Treasury to eliminate the further accrual of interest. We believe, after discussions with outside counsel about the issues raised in the RAR and the procedures for resolution of the disputed adjustments, that an adequate provision for income taxes has been made for potential liabilities that may result from these notices. If the outcome of this matter results in payments that differ materially from our expectations, it could have a material impact on our effective tax rate, results of operations and cash flows.

Net premiums written could be adversely affected if the Department of Housing and Urban Development reproposes and adopts a regulation under the Real Estate Settlement Procedures Act that is equivalent to a proposed regulation that was withdrawn in 2004.

HUD regulations under RESPA prohibit paying lenders for the referral of settlement services, including mortgage insurance, and prohibit lenders from receiving such payments. In July 2002, HUD proposed a regulation that would exclude from these anti-referral fee provisions settlement services included in a package of settlement services offered to a borrower at a guaranteed price. HUD withdrew this proposed regulation in March 2004. Under the proposed regulation, if mortgage insurance were required on a loan, the package must include any mortgage insurance premium paid at settlement. Although certain state insurance regulations prohibit an insurer’s payment of referral fees, had this regulation been adopted in this form, our revenues could have been adversely affected to the extent that lenders offered such packages and received value from us in excess of what they could have received were the anti-referral fee provisions of RESPA to apply and if such state regulations were not applied to prohibit such payments.

We could be adversely affected if personal information on consumers that we maintain is improperly disclosed.

As part of our business, we maintain large amounts of personal information on consumers. While we believe we have appropriate information security policies and systems to prevent unauthorized disclosure, there can be no assurance that unauthorized disclosure, either through the actions of third parties or employees, will not occur. Unauthorized disclosure could adversely affect our reputation and expose us to material claims for damages.

The implementation of the Basel II capital accord may discourage the use of mortgage insurance.

In 1988, the Basel Committee on Banking Supervision (BCBS) developed the Basel Capital Accord (the Basel I), which set out international benchmarks for assessing banks’ capital adequacy requirements. In June 2005, the BCBS issued an update to Basel I (as revised in November 2005, Basel II). Basel II, which is scheduled to become effective in the United States and many other countries in 2008, affects the capital treatment provided to mortgage insurance by domestic and international banks in both their origination and securitization activities.

The Basel II provisions related to residential mortgages and mortgage insurance may provide incentives to certain of our bank customers not to insure mortgages having a lower risk of claim and to insure mortgages having a higher risk of claim. The Basel II provisions may also alter the competitive positions and financial performance of mortgage insurers in other ways, including reducing our ability to successfully establish or operate our planned international operations.

Our international operations will subject us to numerous risks.

We have committed significant resources to begin international operations, initially in Australia, where we started to write business June 2007. We plan to expand our international activities to other countries. Accordingly, in addition to the general economic and insurance business-related factors discussed above, we are subject to a number of risks associated with our international business activities, including:

	•		risks of war and civil disturbances or other events that may limit or disrupt markets;
	•		dependence on regulatory and third-party approvals;
	•		changes in rating or outlooks assigned to our foreign subsidiaries by rating agencies;
	•		challenges in attracting and retaining key foreign-based employees, customers and business partners in international markets;
	•		foreign governments’ monetary policies and regulatory requirements;
	•		economic downturns in targeted foreign mortgage origination markets;

	•		interest-rate volatility in a variety of countries;
	•		the burdens of complying with a wide variety of foreign regulations and laws, some of which may be materially different than the regulatory and statutory requirements we face in our domestic business, and which may change unexpectedly;
	•		potentially adverse tax consequences;
	•		restrictions on the repatriation of earnings;
	•		foreign currency exchange rate fluctuations; and
	•		the need to develop and market products appropriate to the various foreign markets.

Any one or more of the risks listed above could limit or prohibit us from developing our international operations profitably. In addition, we may not be able to effectively manage new operations or successfully integrate them into our existing operations.

Downgrades in the financial strength ratings of MGIC below AA3 (or its equivalent) could have a material adverse affect on us.

The financial strength ratings of our wholly owned subsidiary Mortgage Guaranty Insurance Corporation (“MGIC”) are ‘AA’ (Standard & Poors Rating Services), ‘Aa2’ (Moody’s Investors Service) and ‘AA’ (Fitch Ratings). One rating agency has announced that its rating is under review with negative implications and other agencies may place our rating under review with negative implications. In assigning financial strength ratings, in addition to considering the adequacy of the mortgage insurer’s capital to withstand extreme loss scenarios under assumptions determined by the rating agency, rating agencies review a mortgage insurer’s historical and projected operating performance, business outlook, competitive position, management, corporate strategy, and other factors. We believe a financial strength rating of at least Aa3/AA- is critical to a mortgage insurer’s ability to continue to write new business. Any downgrade below such level could have a material adverse affect on us.

Our income from our Sherman joint venture could be adversely affected by competition or other factors affecting its business.

Sherman Financial Group LLC (“Sherman”) is engaged in the business of purchasing and servicing delinquent consumer assets, and in originating and servicing subprime credit card receivables. Among other factors. Sherman’s results are sensitive to its ability to purchase receivable portfolios on terms that it projects will meet its return targets. While the volume of charged-off consumer receivables and the portion of these receivables that have been sold to third parties such as Sherman has grown in recent years, there is an increasing amount of competition to purchase such portfolios, including from new entrants to the industry, which has resulted in increases in the prices at which portfolios can be purchased.

MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

		Three Months Ended September 30,								Nine Months Ended September 30,
		2007				2006				2007				2006
		(in thousands of dollars, except per share data)
Net premiums written		$	340,244			$	305,870			$	965,266			$	911,622
Net premiums earned		$	320,966			$	296,207			$	926,438			$	890,377
Investment income			64,777				61,486				189,674				178,830
Realized gains (losses)			164,995				185				152,156				(1,566	)
Other revenue			4,702				11,519				25,853				34,292
Total revenues			555,440				369,397				1,294,121				1,101,933
Losses and expenses:
Losses incurred			602,274				164,997				1,019,258				426,349
Underwriting, other expenses			87,571				71,594				240,036				219,363
Interest expense			10,926				9,849				30,479				28,007
Ceding commission			(1,246	)			(890	)			(3,309	)			(2,902	)
Total losses and expenses			699,525				245,550				1,286,464				670,817
(Loss) income before tax and joint ventures			(144,085	)			123,847				7,657				431,116
Provision for income tax			(62,235	)			29,731				(33,619	)			110,376
(Loss) income from joint ventures, net of tax (1)			(290,619	)			35,862				(244,667	)			122,530
Net (Loss) income		$	(372,469	)		$	129,978			$	(203,391	)		$	443,270
Diluted weighted average common shares outstanding (Shares in thousands)			81,031				83,766				81,862				85,762
Diluted (loss) earnings per share		$	(4.60	)		$	1.55			$	(2.48	)		$	5.17
(1) Diluted EPS contribution from C-BASS		$	(3.74	)		$	0.21			$	(3.57	)		$	0.78
Diluted EPS contribution from Sherman		$	0.15			$	0.21			$	0.56			$	0.62

NOTE: See “Certain Non-GAAP Financial Measures” for diluted earnings per share contribution from realized gains (losses).

MGIC INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF

		September 30,				December 31,				September 30,
		2007				2006				2006
		(in thousands of dollars, except per share data)
ASSETS
Investments (1)		$	5,409,635			$	5,252,422			$	5,250,095
Cash and cash equivalents			417,802				293,738				257,414
Reinsurance recoverable on loss reserves (2)			16,204				13,417				13,526
Prepaid reinsurance premiums			8,556				9,620				10,032
Home office and equipment, net			34,380				32,603				32,195
Deferred insurance policy acquisition costs			11,775				12,769				13,872
Other assets			940,037				1,007,102				938,051
		$	6,838,389			$	6,621,671			$	6,515,185
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Loss reserves (2)			1,561,611				1,125,715				1,095,572
Unearned premiums			227,660				189,661				181,490
Short- and long-term debt			803,191				781,277				782,135
Other liabilities			213,639				229,141				235,894
Total liabilities			2,806,101				2,325,794				2,295,091
Shareholders’ equity			4,032,288				4,295,877				4,220,094
		$	6,838,389			$	6,621,671			$	6,515,185
Book value per share		$	49.30			$	51.88			$	50.85
(1) Investments include unrealized gains on securities marked to market pursuant to FAS 115			83,806				128,752				130,734
(2) Loss reserves, net of reinsurance recoverable on loss reserves			1,545,407				1,112,298				1,082,046

CERTAIN NON-GAAP FINANCIAL MEASURES

		Three Months Ended September 30,								Nine Months Ended September 30,
		2007				2006				2007				2006
Diluted earnings per share contribution from realized gains (losses):
Realized gains (losses)		$	164,995			$	185			$	152,156			$	(1,566	)
Income taxes at 35%			57,748				65				53,255				(548	)
After tax realized gains (losses)			107,247				120				98,901				(1,018	)
Weighted average shares			81,031				83,766				81,862				85,762
Diluted EPS contribution from realized gains (losses)		$	1.32			$	—			$	1.21			$	(0.01	)

Management believes the diluted earnings per share contribution from realized gains (losses) provides useful information to investors because it shows the after-tax effect on earning of these items, which can be discretionary

OTHER INFORMATION

New primary insurance written (“NIW”) ($ millions)		$	21,075			$	16,628			$	52,775			$	42,760
New risk written ($ millions):
Primary		$	5,361			$	4,597			$	13,350			$	11,756
Pool (1)		$	64			$	43			$	151			$	200
Product mix as a % of primary flow NIW
> 95% LTVs			44	%			36	%			43	%			32	%
ARMs			3	%			10	%			3	%			10	%
Refinances			21	%			20	%			23	%			23	%

Additional Information

		Q1 2006				Q2 2006				Q3 2006				Q4 2006				Q1 2007				Q2 2007				Q3 2007
New insurance written (billions)
Total		$	10.0			$	16.1			$	16.6			$	15.5			$	12.7			$	19.0			$	21.1
Flow		$	7.9			$	10.1			$	10.8			$	10.4			$	10.4			$	17.3			$	19.7
Bulk		$	2.1			$	6.0			$	5.8			$	5.1			$	2.3			$	1.7			$	1.4
Insurance in force (billions)
Total		$	166.9			$	169.8			$	173.4			$	176.5			$	178.3			$	186.1			$	196.6
Flow		$	128.6			$	129.5			$	131.9			$	134.4			$	137.6			$	147.2			$	159.6
Bulk		$	38.3			$	40.3			$	41.5			$	42.1			$	40.7			$	38.9			$	37.0
Annual Persistency			62.0	%			64.1	%			67.8	%			69.6	%			70.3	%			72.0	%			74.0	%
Primary IIF (billions)		$	166.9			$	169.8			$	173.4			$	176.5			$	178.3			$	186.1			$	196.6
Prime (620 & >)		$	124.5			$	124.8			$	126.3			$	128.3			$	130.3			$	137.2			$	146.8
A minus (575 - 619)		$	14.1			$	13.9			$	13.5			$	14.0			$	14.0			$	14.5			$	15.1
Sub-Prime (< 575)		$	6.4			$	6.2			$	5.8			$	5.8			$	5.5			$	5.3			$	5.0
Reduced Doc (All FICOs)		$	21.9			$	24.8			$	27.9			$	28.5			$	28.4			$	29.1			$	29.8
Primary RIF (billions)		$	44.1			$	45.1			$	46.2			$	47.1			$	47.5			$	49.2			$	51.8
Prime (620 & >)		$	32.1			$	32.3			$	32.8			$	33.3			$	33.9			$	35.5			$	38.0
A minus (575 - 619)		$	4.0			$	3.9			$	3.8			$	4.0			$	4.0			$	4.1			$	4.2
Sub-Prime (< 575)		$	1.8			$	1.8			$	1.7			$	1.7			$	1.6			$	1.5			$	1.4
Reduced Doc (All FICOs)		$	6.2			$	7.1			$	7.9			$	8.1			$	8.0			$	8.1			$	8.2
Risk in force by FICO
% (FICO 620 & >)			84.8	%			85.1	%			86.0	%			85.8	%			86.2	%			86.7	%			87.5	%
% (FICO 575 - 619)			10.6	%			10.4	%			9.8	%			10.0	%			9.9	%			9.7	%			9.3	%
% (FICO < 575)			4.6	%			4.5	%			4.2	%			4.2	%			3.9	%			3.6	%			3.2	%
Average Coverage Ratio (RIF/IIF)
Total			26.4	%			26.6	%			26.6	%			26.7	%			26.6	%			26.4	%			26.4	%
Prime (620 & >)			25.8	%			25.9	%			26.0	%			26.0	%			26.0	%			25.9	%			25.9	%
A minus (575 - 619)			28.3	%			28.3	%			28.3	%			28.5	%			28.4	%			28.1	%			27.8	%
Sub-Prime (< 575)			28.1	%			28.5	%			28.7	%			29.1	%			29.2	%			28.3	%			29.1	%
Reduced Doc (All FICOs)			28.3	%			28.4	%			28.5	%			28.4	%			28.3	%			27.9	%			27.6	%
Average Loan Size (thousands)
Total IIF		$	131.05			$	133.59			$	135.93			$	137.57			$	138.74			$	141.16			$	143.46
Flow		$	125.26			$	126.53			$	127.99			$	129.32			$	130.82			$	134.17			$	137.74
Bulk		$	155.15			$	162.77			$	169.29			$	172.83			$	174.47			$	175.57			$	174.82
Prime (620 & >)		$	125.88			$	127.09			$	128.36			$	129.70			$	131.07			$	133.79			$	136.74
A minus (575 - 619)		$	125.18			$	126.51			$	126.19			$	129.12			$	129.72			$	130.78			$	131.58
Sub-Prime (< 575)		$	124.13			$	125.93			$	125.16			$	127.30			$	126.29			$	127.21			$	125.03
Reduced Doc (All FICOs)		$	182.10			$	191.88			$	200.65			$	202.98			$	204.58			$	207.53			$	208.69
Primary IIF — # of loans			1,273,382				1,270,718				1,275,822				1,283,174				1,284,926				1,318,318				1,370,426
Prime (620 & >)			989,147				981,983				983,749				989,111				994,504				1,025,658				1,073,219
A minus (575 - 619)			112,923				110,113				106,754				108,143				108,081				110,905				114,792
Sub-Prime (< 575)			51,179				49,234				46,429				45,633				43,480				41,665				39,754
Reduced Doc (All FICOs)			120,133				129,388				138,890				140,287				138,861				140,090				142,661
Primary IIF — # of Delinquent Loans			76,362				73,354				76,301				78,628				76,122				80,588				90,829
Flow			41,022				39,049				41,130				42,438				40,911				43,328				50,124
Bulk			35,340				34,305				35,171				36,190				35,211				37,260				40,705
Prime (620 & >)			36,114				34,268				35,838				36,727				35,436				36,712				41,412
A minus (575 - 619)			18,109				17,575				18,063				18,182				17,047				17,943				19,918
Sub-Prime (< 575)			12,297				12,001				12,150				12,227				11,246				11,679				12,186
Reduced Doc (All FICOs)			9,842				9,510				10,250				11,492				12,393				14,254				17,313

		Q1 2006				Q2 2006				Q3 2006				Q4 2006				Q1 2007				Q2 2007				Q3 2007
Primary IIF Delinquency Rates			6.00	%			5.77	%			5.98	%			6.13	%			5.92	%			6.11	%			6.63	%
Flow			4.00	%			3.82	%			3.99	%			4.08	%			3.89	%			3.95	%			4.33	%
Bulk			14.31	%			13.84	%			14.33	%			14.87	%			15.11	%			16.80	%			19.25	%
Prime (620 & >)			3.65	%			3.49	%			3.64	%			3.71	%			3.56	%			3.58	%			3.86	%
A minus (575 - 619)			16.04	%			15.96	%			16.92	%			16.81	%			15.77	%			16.18	%			17.35	%
Sub-Prime (< 575)			24.03	%			24.38	%			26.17	%			26.79	%			25.86	%			28.03	%			30.65	%
Reduced Doc (All FICOs)			8.19	%			7.35	%			7.38	%			8.19	%			8.92	%			10.17	%			12.14	%
Net Paid Claims (millions)		$	135			$	162			$	157			$	157			$	166			$	188			$	232
Flow		$	62			$	72			$	67			$	72			$	71			$	82			$	89
Bulk		$	53			$	65			$	69			$	65			$	75			$	84			$	121
Prime (620 & >)		$	57			$	67			$	62			$	65			$	67			$	75			$	87
A minus (575 - 619)		$	28			$	32			$	33			$	32			$	34			$	36			$	43
Sub-Prime (< 575)		$	13			$	18			$	20			$	17			$	19			$	23			$	26
Reduced Doc (All FICOs)		$	17			$	20			$	21			$	23			$	26			$	32			$	54
Other		$	20			$	25			$	21			$	20			$	20			$	22			$	22
Primary Average Claim Payment (thousands)		$	26.9			$	27.2			$	29.6			$	29.3			$	30.8			$	33.2			$	39.0
Flow		$	26.4			$	27.1			$	28.5			$	27.4			$	28.9			$	30.1			$	31.8
Bulk		$	27.3			$	27.2			$	30.8			$	31.7			$	33.0			$	36.9			$	46.9
Prime (620 & >)		$	26.4			$	26.6			$	28.3			$	27.7			$	29.1			$	30.6			$	34.1
A minus (575 - 619)		$	27.1			$	27.8			$	29.9			$	29.1			$	30.6			$	33.5			$	37.5
Sub-Prime (< 575)		$	23.9			$	24.6			$	28.3			$	27.3			$	27.8			$	31.3			$	35.7
Reduced Doc (All FICOs)		$	31.5			$	31.2			$	35.2			$	37.9			$	40.8			$	43.4			$	56.6
Risk sharing Arrangements — Flow Only
% insurance inforce subject to risk sharing (1)			48.0	%			47.6	%			47.5	%			47.6	%			47.3	%			46.7	%
% Quarterly NIW subject to risk sharing (1)			48.0	%			47.4	%			46.5	%			48.3	%			45.6	%			49.7	%
Premium ceded (millions)		$	32.4			$	32.6			$	33.0			$	35.4			$	36.7			$	36.6			$	43.4
Other:
Direct Pool Risk in Force (millions)(2)		$	2,968			$	3,128			$	3,071			$	3,063			$	3,029			$	3,029			$	3,036
Mortgage Guaranty Insurance Corporation — Risk to Capital			6.2:1				6.3:1				6.4:1				6.4:1				6.4:1				6.7:1				7.9:1
Shares repurchased
# of shares (thousands)			1,372.9				1,824.8				2,697.0				216.9				—				1,115.1				150.0
Average price		$	66.67			$	67.25			$	58.88			$	58.00			$	—			$	60.67			$	53.40
C-BASS Investment (millions)(3)		$	385.5			$	413.9			$	430.1			$	449.5			$	442.9			$	466.0			$	—
Sherman Investment (millions)(3)		$	47.2			$	74.4			$	124.9			$	163.8			$	138.2			$	164.6			$	104.1
GAAP loss ratio (insurance operations only)			38.3	%			49.7	%			55.7	%			63.0	%			60.8	%			76.7	%			187.6	%
GAAP expense ratio (insurance operations only)			17.5	%			16.7	%			16.4	%			17.2	%			17.8	%			16.7	%			15.4	%