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): June 21 30, 2013

THE PMI GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction ~~of Incorporation)~~

of Incorporation)


001-13664		94-3199675
(Commission File Number)		(IRS Employer Identification No.)

Bishop Ranch 3 2603 Camino Ramon, Suite 200 San Ramon, California		94583
(Address of Principal Executive Offices)		(Zip Code)

(925) 242-2550

(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:

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

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

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

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

ITEM 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~June~~employment ~~21,~~agreement ~~2013,~~between The PMI Group, Inc. (~~the~~ “~~Registrant~~TPG”), ~~filed~~and L. Stephen Smith, its ~~monthly~~Chief ~~operating~~Executive ~~report~~Officer, ~~for~~President, ~~the~~and ~~period~~Chief ~~from~~Operating ~~May 1~~Officer, ~~2013~~is ~~through~~expiring ~~May~~on 31June 30, 2013, ~~(the~~and ~~“May~~is ~~Monthly~~not ~~Operating Report”)~~being ~~with~~extended ~~the~~or ~~United~~renewed, ~~States~~and ~~Bankruptcy~~Mr. Smith ~~Court~~ceases ~~for~~to ~~the~~be ~~District~~Chief Executive Officer, President, and Chief Operating Officer of ~~Delaware~~TPG ~~(the~~as ~~“Court”)~~of such date.

The ~~May~~board ~~Monthly~~of ~~Operating~~directors ~~Report~~of TPG appointed David W. Prager as Chief isExecutive ~~attached~~Officer ~~hereto~~and Matthew Flynn as ~~Exhibit~~Vice ~~99.~~President of TPG, in each case effective as of July 1, 2013. Mr. Prager and isMr. Flynn ~~incorporated~~are ~~herein~~financial byand ~~reference~~restructuring professionals at Goldin Associates, LLC (“Goldin”), a transaction and restructuring advisory firm that has been providing restructuring consulting services to TPG during its bankruptcy proceeding. The engagement letter between TPG and Goldin, dated October 28, 2011, will continue to control the relationship between TPG and Goldin, and Mr. Prager and Mr. Flynn will not receive new or additional compensation from TPG in connection with their service as officers. Mr. Prager and Mr. Flynn will serve as officers at the pleasure, and under the direction, of TPG’s board of directors.

~~Before~~Mr. Prager, ~~reading~~age ~~the~~35, ~~May~~is ~~Monthly~~a ~~Operating~~Managing ~~Report~~Director at Goldin, wewhich ~~strongly urge~~he ~~you~~joined toin ~~read~~March ~~the~~2002. ~~cautionary~~Since ~~statements~~October ~~regarding~~2011, ~~the~~Mr. Prager has served as TPG’s lead restructuring consultant. From November 2008 to May ~~Monthly~~2010, ~~Operating~~Mr. Prager ~~Report~~served ~~below~~as interim principal financial officer and restructuring advisor to Syncora Holdings Ltd., a monoline financial guarantor. There have been no related party transactions between TPG and Mr. Prager, nor are there any family relationships between TPG’s directors or officers and Mr. Prager.

~~Cautionary~~Mr. Flynn, ~~Statements~~age ~~Regarding~~35, ~~Financial~~is a Director at Goldin, which he joined in December 2008. From February 2009 to June 2010, Mr. Flynn served as an interim manager at Young Broadcasting Inc., a television broadcaster, during that company’s bankruptcy proceedings and ~~Operating~~was ~~Data~~responsible for managing its business operations and restructuring process. Immediately preceding his employment at Goldin, Mr. Flynn was employed as an investment banker at Barclays Capital Inc. There have been no related party transactions between TPG and Mr. Flynn, nor are there any family relationships between TPG’s directors or officers and Mr. Flynn.

The Registrant cautions investors and potential investors not to place undue reliance upon the information contained in the May Monthly Operating Report, as it was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Registrant. The May Monthly Operating Report was not prepared in accordance with U.S. generally accepted accounting principles, was not audited or reviewed by independent accountants, will not be subject to audit or review by the Registrant’s external auditors at any time in the future, is in a format consistent with applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurances that, from the perspective of an investor or potential investor in the Registrant’s securities, the May Monthly Operating Report is accurate or complete. The May Monthly Operating Report contains a further description of limitations on the information contained therein. The May Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Registrant’s reports pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), and such information might not be indicative of the Registrant’s financial condition or operating results for the period that would be reflected in the Registrant’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the May Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Registrant’s financial condition, results of operations, and business that are not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate,” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. The Registrant believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Registrant may not realize its expectations and its beliefs may not prove correct. The Registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Registrant’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Registrant’s control. Such factors include, without limitation: (i) the ability of the Registrant to develop, prosecute, confirm, and consummate any plan of reorganization or liquidation with respect to the Chapter 11 proceeding of the Registrant before the Court (“the Chapter 11 Proceeding”); (ii) the Registrant’s ability to obtain court approval with respect to motions in the Chapter 11 Proceeding; (iii) risks associated with third parties seeking and obtaining court approval for the appointment of a Chapter 11 trustee; and (iv) the potential adverse impact of the Chapter 11 Proceeding on the Registrant’s liquidity or results of operations. This list is not intended to be exhaustive.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Registrant’s Monthly Operating Report for the period from May 1, 2013 through May 31, 2013.

SIGNATURE

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.

Date: June 21, 2013	The PMI Group, Inc.
Date: June 28, 2013	The PMI Group, Inc. (Registrant)
	(Registrant)
	By:	/s/ Dario M. Nolasco
	By:	/s/ L. Stephen Smith
		Dario M. Nolasco
		L. Stephen Smith
		General Counsel
		Chief Executive Officer

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