TAMPA, Fla., March 18, 2013 /PRNewswire/ -- Walter Investment Management Corp. (NYSE: WAC) ("Walter Investment" or the "Company") today announced highlights and results for the quarter and full year ended December 31, 2012.




    --  The GAAP net loss for the year ended December 31, 2012 was $22.1
        million, or $0.73 per diluted share, compared to a net loss of $66.4
        million or $2.41 per diluted share for 2011. The GAAP net loss for the
        fourth quarter was $34.1 million, or $0.98 per diluted share, compared
        to a net loss of $3.9 million, or $0.14 per diluted share in the fourth
        quarter of 2011.  2012 results were impacted by a charge of $48.6
        million, reflecting the loss on the early extinguishment of the
        Company's debt.


    --  Pro-Forma Adjusted EBITDA for the year was $241.7 million, slightly
        above the high end of the range of previously provided guidance of $225
        to $240 million.  This compares to 2011 Pro Forma Adjusted EBITDA of
        $211.0 million, reflecting 15% year-over-year growth, strong earnings
        from incentives and performance based fees, and growth in the EBITDA
        contributions from the ARM and Loans and Residuals segments, as well as
        a solid contribution from the Reverse Mortgage business acquired near
        the end of the year.


    --  Adjusted EBITDA for the fourth quarter was $64.1 million, reflecting
        increased cash flows from the residual trusts and a solid contribution
        by the Reverse Mortgage business.  This compares to Pro-Forma Adjusted
        EBITDA of $55.0 million in the fourth quarter of 2011.
    --  Core earnings for the full year doubled to $83.1 million after taxes, or
        $2.73 per diluted share, as compared to $41.5 million after taxes, or
        $1.50 per diluted share, for the full year 2011. Core earnings for the
        fourth quarter was $22.5 million after taxes, or $0.64 per diluted
        share, compared to $16.1 million, or $0.56 per diluted share, in the
        fourth quarter of last year.

Recent Developments




    --  On December 31, 2012, the Company signed a definitive agreement to
        acquire Security One Lending ("S1L"), a leading retail and wholesale
        reverse loan originator based in San Diego, California.  The assets
        acquired and liabilities assumed in conjunction with this transaction
        have been included in the Company's consolidated balance sheets as of
        December 31, 2012.


    --  On January 3, 2013, the Company signed a definitive agreement to acquire
        approximately $93 billion in unpaid principal balance ("UPB") of Fannie
        Mae backed residential servicing assets ("MSRs") and other intangibles,
        including related advance receivables of approximately $1 billion, from
        Bank of America ("BofA").   In addition, the Company signed a definitive
        agreement to acquire a servicing platform from MetLife Bank.


    --  On January 31, 2013, the Company closed an $825 million incremental
        first lien term loan facility, which was upsized from its original $475
        million launch based on significant demand and the company's
        expectations for its ability to utilize that financing to fund growth
        opportunities.


    --  On January 31, 2013, the Company completed the previously announced
        acquisitions of the originations and capital markets platforms, as well
        as the purchases of approximately $44 billion in UPB of Fannie Mae MSRs
        and other intangibles from Residential Capital, LLC ("ResCap") and $84
        billion in UPB of Fannie Mae MSRs and other intangibles from BofA. 
        Pro-forma for all of the announced acquisitions, the Company's serviced
        portfolio is estimated at a UPB of $245 billion.
    --  On March 1, 2013, the Company completed the acquisition of the
        correspondent lending and wholesale broker business from Ally Bank,
        enhancing the channel capabilities of the Originations platform.  The
        Company also completed the previously announced acquisition of the
        MetLife Bank servicing platform on this date.

This press release and the accompanying reconciliations include non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the reconciliations as well as "Use of Non-GAAP Measures" at the end of this press release.

"We are extremely pleased with the growth and strategic development of our business, as well as our operational accomplishments, in 2012," said Mark J. O'Brien, Walter Investment's Chairman and CEO. "Our solid execution against our plans is especially evident in the targeted acquisitions of significant Fannie Mae MSRs from ResCap and BofA, our successful efforts in extending our capabilities in the forward market into the reverse sector with the acquisitions of RMS and S1L, and with the very tactical acquisition of the ResCap originations and capital markets platforms, which will diversify our revenue streams and extend the duration of our servicing portfolio through HARP retention and recapture efforts. We expect each of these acquisitions to contribute to the profitable and sustainable long-term growth of our business and will leverage and enhance the capabilities of our fee-for-service, value-added business model."

"With the closing of the ResCap and BofA purchases, Walter Investment will service a portfolio of nearly 2 million loans with a UPB of roughly $245 billion, concentrated in product backed by our strategic partner, Fannie Mae", continued O'Brien. "The 185% growth in our servicing book as compared to 2011 demonstrates not only our ability to capitalize on the near term opportunities currently available to specialty servicers, but also to do so in a thoughtful and deliberate nature consistent with our strategy and long-term vision for the Company."

Market Commentary and Outlook

In addition to results for the fourth quarter and the full year, the Company also provided additional information on its business development activities and outlook for 2013.




    --  The Company's pipeline of business development opportunities continues
        to include a mix of subservicing, MSR acquisition and servicing platform
        opportunities and totals in excess of $300 billion in UPB.  Included in
        this pipeline are portfolios for which we are in exclusive negotiations
        with a UPB in excess of $40 billion.  Changes in the pipeline reflect
        the conversion of approximately $20 billion of UPB from the exclusive
        pipeline in the last 75 days.  Walter Investment continues to expect to
        convert a high percentage of the transactions in the exclusive pipeline
        in the near term.  There can be no guarantee, however, that any of the
        opportunities in our pipeline will result in purchases or contracts
        added by the Company.
    --  Based on continued strong overall market conditions, contributions
        expected from the transactions completed by the Company last year and in
        the first quarter of 2013, and the robust pipeline for potential new
        business, the Company anticipates 2013 Adjusted EBITDA in a range of
        $650 million to $725 million.

Because we do not predict special items that might occur in the future, and our outlook is developed at a level of detail different than that used to prepare GAAP financial measures, we are not providing a reconciliation to GAAP of our forward-looking financial measures for the year ending December 31, 2013.

Fourth Quarter 2012 Financial and Operating Highlights

The Company's results for all periods presented include the results of Walter Investment, while the results of Reverse Mortgage Solutions ("RMS") have been included for the period subsequent to its acquisition.

The Company's GAAP net loss for the fourth quarter was $34.1 million or $0.98 per diluted share, as compared to a net loss of $3.9 million, or $0.14 per diluted share, in the fourth quarter of 2011. Results for the quarter reflect a charge of $48.6 million related to the loss incurred by the Company on the early extinguishment of its debt.

Core earnings after taxes for the fourth quarter was $22.5 million, or $0.64 per diluted share, compared to $16.1 million, or $0.56 per diluted share, in the fourth quarter of 2011. Total accounts serviced were approximately one million with a UPB of $90.1 billion as of December 31, 2012. These amounts do not reflect the acquisitions from ResCap and Bank of America in the first quarter of 2013.

Total revenue for the fourth quarter was $176.4 million, as compared to $155.9 million in the year-ago period. This year-over-year increase in revenue reflects a $21.5 million increase in servicing revenue and a $2.5 million net increase in other revenues, primarily from the addition of RMS, partially offset by a $3.5 million decline in interest income as compared to the prior year.

Total expense increased from $161.3 million in the fourth quarter of 2011 to $188.7 million in the fourth quarter of 2012. The year-over-year increase reflects the additional operating and overhead costs, including salaries and benefits and general and administrative expenses, of RMS. Increased expenses also reflected higher legal and due diligence costs associated with increased corporate and business development activities.

Walter Investment ended the quarter with liquidity of $566.8 million, including cash of $442.1 million and availability under our revolver of $124.7 million. Walter expects to utilize this available cash in the first half of 2013 to fund the purchases and acquisitions noted previously. Payments of $10.4 million were made to reduce outstanding Company indebtedness during the fourth quarter of 2012.

Segments

The results of the Company's segments are presented in the narrative below. As a result of the acquisition of RMS a new "Reverse Mortgage" segment has been added.

Servicing

The Servicing segment generated revenue of $102.5 million in the fourth quarter, which included $71.8 million of servicing fees, $19.5 million of incentive and performance-based fees, and $10.8 million of ancillary and other fees. Expense for the Servicing segment was $90.0 million, which included $20.7 million of depreciation and amortization costs. The segment generated core earnings before income taxes of $31.3 million for the quarter ended December 31, 2012. This compares to core earnings before income taxes of $27.7 million in the fourth quarter of 2011.

Asset Receivables Management ("ARM") and Insurance

The ARM segment generated revenue of $11.3 million and incurred expense of $8.0 million in the quarter ended December 31, 2012. Core earnings before income taxes was $5.4 million. This compares to revenue of $7.1 million, expense of $6.5 million, and core earnings before income taxes of $2.8 million in the fourth quarter of 2011. The year over year increase in core earnings was primarily a result of increased revenues from higher gross collections and a high recovery rate in the fourth quarter of 2012.

Walter Investment's Insurance segment generated revenue of $19.2 million, offset by expenses of $10.4 million for the fourth quarter. Insurance segment core earnings before income taxes was $10.6 million for the quarter ended December 31, 2012. This compares to revenue of $20.6 million, expense of $12.2 million, and core earnings before income taxes of $10.6 million in the fourth quarter of 2011.

Loans and Residuals

The Loans and Residuals segment, which includes the legacy Walter Investment owned portfolio, generated interest income of $36.7 million for the fourth quarter of 2012, slightly below interest income generated in the fourth quarter of 2011 as a result of anticipated portfolio run-off. Total expense for the segment was $38.6 million, including $25.9 million of interest expense on securitized debt. The Loans and Residuals segment generated pre-tax core earnings of $1.5 million for the fourth quarter of 2012, compared to pre-tax core earnings of $5.1 million for the fourth quarter of 2011. Pre-tax core earnings declined as compared to the prior year period primarily as a result of lower net interest income and an increase to provision for losses of $2.6 million.

Performance of the Walter Investment legacy portfolio included delinquencies of 6.88% at December 31, 2012, 128 bps higher as compared to those at December 31, 2011, while REO inventory levels declined slightly as compared to the prior year period.

Reverse Mortgage

The Reverse Mortgage segment generated revenue of $7.0 million for the months of November and December, which included $5.1 million in servicing fees and $1.9 million of net other revenue. Total expenses were $11.2 million, offset by a $7.3 million other gain from the net impact of HECM loans and GNMA Trust liability fair value adjustments. Segment core earnings before income taxes was $6.9 million in the fourth quarter. The Reverse Mortgage segment contributed Adjusted EBITDA of $7.7 million for the last two months of 2012. Segment core earnings and Adjusted EBITDA for the Reverse Mortgage segment reflect the exclusion of fair value adjustments made in accordance with GAAP and adds as "cash gain" the excess of proceeds received in GNMA financing transactions above the purchase price or cost for the related loans originated or acquired.

About Walter Investment Management Corp.

Walter Investment Management Corp. is an asset manager, mortgage servicer and originator focused on finding solutions for consumers and credit owners. Based in Tampa, Fla., the Company has over 4,200 employees and services a diverse loan portfolio. For more information about Walter Investment Management Corp., please visit the Company's website at www.walterinvestment.com. The information on our website is not a part of this release.

Conference Call Webcast

Members of the Company's leadership team will discuss Walter Investment's fourth quarter and full year results and other general business matters during a conference call and live webcast to be held on Tuesday, March 19, 2013, at 10 a.m. Eastern Time. To listen to the event live or in an archive, which will be available for at least 30 days, visit the Company's website at www.walterinvestment.com.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Walter Investment's plans, beliefs, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Walter Investment's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Accordingly, actual results may be materially higher or lower than those projected. The inclusion of such projections herein should not be regarded as a representation by Walter Investment that the projections will prove to be correct. This document speaks only as of this date. Walter Investment disclaims any duty to update the information herein except as otherwise required by law.

Factors that could cause Walter Investment's results to differ materially from current expectations or affect the Company's ability to achieve anticipated core earnings and EBITDA include, but are not limited to:


    --  Regulatory changes and changes in delinquency and default rates that
        could adversely affect the costs of our businesses such that they are
        higher than expected;
    --  Prepayment speeds, delinquency and default rates of the portfolios we
        service;
    --  Our inability to achieve anticipated incentive fees, which are subject
        to certain factors beyond the Company's control and which are difficult
        to estimate with any degree of certainty in advance;
    --  The achievement of anticipated volumes and margins from the origination
        of both forward and reverse mortgages, which can be affected by multiple
        factors, many of which are beyond our control;
    --  Assumptions with regard to the HARP eligible population of the
        portfolios we service, customer take up rates, our recapture rates, the
        origination margins for HARP refinancing and anticipated changes to the
        HARP program which may increase competition;
    --  Assumptions with regard to contributions from originations are also
        subject to the integration of the ResCap origination and capital markets
        platforms, and the organizational structure, capital requirements and
        performance of the business after the acquisition;
    --  The closing of the Security One Lending acquisition, and other business
        and asset acquisitions on schedule, and the addition of new business in
        2013;
    --  The timely and efficient transfer of assets acquired to the Company's
        platforms and the efficient integration of the acquired businesses,
        including achievement of synergies related thereto;
    --  The accuracy of our expectations regarding the value of, and
        contributions from, acquired MSRs, related intangibles and other assets,
        including the accuracy of our assumptions as to the performance of the
        assets we acquire, which are subject to and affected by many factors,
        some of which are beyond our control, and could differ materially from
        our estimates;
    --  Errors in our financial models or changes in assumptions could result in
        our estimates and expectations being materially inaccurate which may
        adversely affect our earnings;
    --  The effects of competition on our existing and potential future
        business;
    --  Our ability to service our existing or future indebtedness;
    --  Other factors that may affect the Company's earnings or costs; and
    --  Other factors relating to our business in general as detailed in Walter
        Investment's 2012 Annual Report on Form 10-K and other periodic reports
        filed with the U.S. Securities and Exchange Commission.


                                                                                                    Walter Investment Management Corp.

                                                                                                  Segment Revenues and Operating Income

                                                                                               For the Three Months Ended December 31, 2012

                                                                                                             ($ in thousands)



                                          Servicing           Asset Receivables Management       Insurance                                Loans and         Reverse Mortgage        Other          Eliminations             Total Consolidated

                                                                                                                                          Residuals
                                                                                                                                          ---------

    REVENUES

    Servicing revenue and fees                      $102,040                           $11,292        $            -                           $         -                  $5,134    $         -                  $(5,052)                    $113,414

    Interest income on loans                               -                                 -                     -                                36,654                       -              -                        -                       36,654

    Insurance revenue                                      -                                 -                19,149                                     -                       -              -                        -                       19,149

    Other revenues                                       492                                49                    82                                     5                   1,858          4,722                      (48)                       7,160
                                                         ---                               ---                   ---                                   ---                   -----          -----                      ---                        -----

    Total revenues                                   102,532                            11,341                19,231                                36,659                   6,992          4,722                   (5,100)                     176,377

    EXPENSES

    Interest expense                                   1,074                                 -                     -                                25,853                   1,217         17,180                        -                       45,324

    Depreciation and amortization                     20,749                             1,873                 1,351                                     -                   1,942             84                        -                       25,999

    Provision for loan losses                              -                                 -                     -                                 5,230                       -              -                        -                        5,230

    Other expenses, net                               68,174                             6,150                 9,052                                 7,541                   7,991         18,324                   (5,100)                     112,132
                                                      ------                             -----                 -----                                 -----                   -----         ------                   ------                      -------

    Total expenses                                    89,997                             8,023                10,403                                38,624                  11,150         35,588                   (5,100)                     188,685

    OTHER GAINS (LOSSES)

    Net fair value gains (losses)                       (273)                                -                     -                                  (421)                  7,279           (759)                       -                        5,826

    Losses on extinguishments                              -                                 -                     -                                     -                       -        (48,579)                       -                      (48,579)

    Total other gains (losses)                          (273)                                -                     -                                  (421)                  7,279        (49,338)                       -                      (42,753)
                                                        ----                               ---                   ---                                  ----                   -----        -------                      ---                      -------

    Income (loss) before income taxes                 12,262                             3,318                 8,828                                (2,386)                  3,121        (80,204)                       -                      (55,061)
                                                      ------                             -----                 -----                                ------                   -----        -------                      ---                      -------


    Core Earnings

    Step-up depreciation and amortization             16,036                             1,873                 1,351                                     -                   1,101             84                        -                       20,445

    Losses on extinguishment of debt                       -                                 -                     -                                     -                       -         48,579                        -                       48,579

    Share-based compensation expense                   1,940                               196                   431                                     -                     153            256                        -                        2,976

    Transaction and integration costs                    854                                 -                     -                                     -                       -          8,356                        -                        9,210

    Non-cash fair value adjustments                        -                                 -                     -                                     -                   2,554              -                        -                        2,554

    Non-cash interest expense                            235                                 -                    28                                 3,932                       -              -                        -                        4,195

    Net impact of Non-Residual Trusts                      -                                 -                     -                                     -                       -          3,334                        -                        3,334

    Other                                                  -                                 -                     -                                     -                       -            116                        -                          116
                                                                                                                                                                                                                                                    ---

    Total adjustments                                 19,065                             2,069                 1,810                                 3,932                   3,808         60,725                        -                       91,409
                                                      ------                             -----                 -----                                 -----                   -----         ------                      ---                       ------

    Core earnings (loss) before                       31,327                             5,387                10,638                                 1,546                   6,929        (19,479)                       -                       36,348

    income taxes


    Adjusted EBITDA

    Interest expense on debt                               3                                 -                     -                                     -                       -         17,160                        -                       17,163

    Depreciation and amortization                      4,713                                 -                     -                                     -                     841              -                        -                        5,554

    Non-cash interest income                            (489)                                -                   (81)                               (2,800)                   (119)             -                        -                       (3,489)

    Provision for loan losses                              -                                 -                     -                                 5,230                       -              -                        -                        5,230

    Residual Trusts cash flows                             -                                 -                     -                                 3,237                       -              -                        -                        3,237

    Pro forma synergies                                    -                                 -                     -                                     -                       -              -                        -                            -

    Other                                                490                                15                    44                                (1,052)                     22            512                        -                           31

    Total adjustments                                  4,717                                15                   (37)                                4,615                     744         17,672                        -                       27,726
                                                       -----                               ---                   ---                                 -----                     ---         ------                      ---                       ------

    Adjusted EBITDA                                  $36,044                            $5,402               $10,601                                $6,161                  $7,673        $(1,807)          $            -                      $64,074
                                                     =======                            ======               =======                                ======                  ======        =======           ==============                      =======


                                                                                                    Walter Investment Management Corp.

                                                                                                   Segment Revenues and Operating Income

                                                                                                   For the Year Ended December 31, 2012

                                                                                                             ($ in thousands)



                                             Servicing           Asset Receivables Management     Insurance                              Loans and          Reverse Mortgage        Other           Eliminations             Total Consolidated

                                                                                                                                         Residuals
                                                                                                                                         ---------

    REVENUES

    Servicing revenue and fees                         $395,913                           $38,876      $            -                         $          -                  $5,134    $          -                 $(20,953)                    $418,970

    Interest income on loans                                  -                                 -                   -                              154,351                       -               -                        -                      154,351

    Insurance revenue                                         -                                 -              73,249                                    -                       -               -                        -                       73,249

    Other revenues                                        2,773                                49                 659                                    5                   1,858          15,123                      (48)                      20,419
                                                          -----                               ---                 ---                                  ---                   -----          ------                      ---                       ------

    Total revenues                                      398,686                            38,925              73,908                              154,356                   6,992          15,123                  (21,001)                     666,989

    EXPENSES

    Interest expense                                      4,882                                 -                   -                               96,337                   1,217          77,235                        -                      179,671

    Depreciation and amortization                        84,474                             7,774               5,377                                    -                   1,942             161                        -                       99,728

    Provision for loan losses                                 -                                 -                   -                               13,352                       -               -                        -                       13,352

    Other expenses, net                                 262,515                            22,623              35,175                               28,623                   7,991          39,684                  (21,001)                     375,610
                                                        -------                            ------              ------                               ------                   -----          ------                  -------                      -------

    Total expenses                                      351,871                            30,397              40,552                              138,312                  11,150         117,080                  (21,001)                     668,361

    OTHER GAINS (LOSSES)

    Net fair value gains (losses)                        (1,056)                                -                   -                                 (116)                  7,279           8,393                        -                       14,500

    Losses on extinguishments                                 -                                 -                   -                                    -                       -         (48,579)                       -                      (48,579)

    Total other gains (losses)                           (1,056)                                -                   -                                 (116)                  7,279         (40,186)                       -                      (34,079)
                                                         ------                               ---                 ---                                 ----                   -----         -------                      ---                      -------

    Income (loss) before income taxes                    45,759                             8,528              33,356                               15,928                   3,121        (142,143)                       -                      (35,451)
                                                         ------                             -----              ------                               ------                   -----        --------                      ---                      -------


    Core Earnings

    Step-up depreciation and amortization                65,768                             7,774               5,377                                    -                   1,101             161                        -                       80,181

    Losses on extinguishment of debt                          -                                 -                   -                                    -                       -          48,579                        -                       48,579

    Share-based compensation expense                     10,171                               868               2,167                                    -                     153             847                        -                       14,206

    Transaction and integration costs                     2,722                                 -                   -                                    -                       -          13,060                        -                       15,782

    Non-cash fair value adjustments                           -                                 -                   -                                    -                   2,554               -                        -                        2,554

    Non-cash interest expense                               919                                 -                 214                                4,943                       -               -                        -                        6,076

    Net impact of Non-Residual Trusts                         -                                 -                   -                                    -                       -             945                        -                          945

    Other                                                     -                                 -                   -                                    -                       -           1,269                        -                        1,269
                                                            ---                               ---                 ---                                  ---                     ---           -----                                                 -----

    Total adjustments                                    79,580                             8,642               7,758                                4,943                   3,808          64,861                        -                      169,592
                                                         ------                             -----               -----                                -----                   -----          ------                      ---                      -------

    Core earnings (loss) before income taxes            125,339                            17,170              41,114                               20,871                   6,929         (77,282)                       -                      134,141


    Pro-Forma Adjusted EBITDA

    Interest expense on debt                                129                                 -                   -                                    -                       -          77,216                        -                       77,345

    Depreciation and amortization                        18,706                                 -                   -                                    -                     841               -                        -                       19,547

    Non-cash interest income                             (2,725)                                -                (655)                             (14,501)                   (119)              -                        -                      (18,000)

    Provision for loan losses                                 -                                 -                   -                               13,352                       -               -                        -                       13,352

    Residual Trusts cash flows                                -                                 -                   -                                9,342                       -               -                        -                        9,342

    Pro forma synergies                                   2,651                                 -                   -                                    -                       -           1,118                        -                        3,769

    Other                                                 1,489                                39                  77                                 (221)                     22             819                        -                        2,225

    Total adjustments                                    20,250                                39                (578)                               7,972                     744          79,153                        -                      107,580
                                                         ------                               ---                ----                                -----                     ---          ------                      ---                      -------

    Pro-Forma Adjusted EBITDA                          $145,589                           $17,209             $40,536                              $28,843                  $7,673          $1,871           $            -                     $241,721
                                                       ========                           =======             =======                              =======                  ======          ======           ==============                     ========


                                                                                   Walter Investment Management Corp.

                                                                                 Segment Revenues and Operating Income

                                                                              For the Three Months Ended December 31, 2011

                                                                                            ($ in thousands)



                                          Servicing             Asset                               Insurance              Loans and         Other          Eliminations                Total
                                                             Receivables                                                                                                             Consolidated
                                                             Management                                                    Residuals
                                                             ----------                                                    ---------

    REVENUES

    Servicing revenue and fees                      $92,386              $7,149                          $            -         $         -    $         -                  $(7,617)              $91,918

    Interest income on loans                              -                   -                                       -              40,171              -                        -                40,171

    Insurance revenue                                     -                   -                                  20,065                   -              -                     (321)               19,744

    Other revenues                                    1,111                   -                                     490                   -          2,466                        -                 4,067
                                                      -----                 ---                                     ---                 ---          -----                      ---                 -----

    Total revenues                                   93,497               7,149                                  20,555              40,171          2,466                   (7,938)              155,900

    EXPENSES

    Interest expense                                  1,659                   -                                       -              24,240         20,958                        -                46,857

    Depreciation and amortization                    23,001               2,051                                   1,609                   -             15                        -                26,676

    Provision for loan losses                             -                   -                                       -               2,651              -                        -                 2,651

    Other expenses, net                              60,305               4,497                                  10,585               8,552          9,157                   (7,938)               85,158
                                                     ------               -----                                  ------               -----          -----                   ------                ------

    Total expenses                                   84,965               6,548                                  12,194              35,443         30,130                   (7,938)              161,342

    OTHER GAINS (LOSSES)

    Net fair value gains (losses)                      (298)                  -                                       -               1,305           (655)                       -                   352

    Gain on extinguishments                               -                   -                                       -                   -              -                        -                     -

    Other                                                 -                   -                                       -                   -          1,758                        -                 1,758

    Total other gains (losses)                         (298)                  -                                       -               1,305          1,103                        -                 2,110
                                                       ----                 ---                                     ---               -----          -----                      ---                 -----

    Income (loss) before income taxes                 8,234                 601                                   8,361               6,033        (26,561)                       -                (3,332)
                                                      -----                 ---                                   -----               -----        -------                      ---                ------


    Core Earnings

    Step-up depreciation and amortization            17,524               2,051                                   1,608                   -             15                        -                21,198

    Transaction and integration costs                     -                   -                                       -                   -          4,340                        -                 4,340

    Net impact of Non-Residual Trusts                     -                   -                                       -                   -          3,170                        -                 3,170

    Share-based compensation expense                  1,636                 124                                     406                   -            117                        -                 2,283

    Non-cash interest expense                           298                   -                                     179                 687              -                        -                 1,164

    Other                                                 -                   -                                       -              (1,646)        (1,304)                       -                (2,950)
                                                        ---                 ---                                     ---              ------         ------                      ---                ------

    Total adjustments                                19,458               2,175                                   2,193                (959)         6,338                        -                29,205
                                                     ------               -----                                   -----                ----          -----                      ---                ------

    Core earnings (loss) before                      27,692               2,776                                  10,554               5,074        (20,223)                       -                25,873

    income taxes


    Pro-Forma Adjusted EBITDA

    Interest expense on debt                             88                   -                                       -                   -         20,957                        -                21,045

    Non-cash interest income                           (977)                  -                                    (488)             (3,262)             -                        -                (4,727)

    Pro forma synergies                               2,185                   -                                     149                   -          1,330                        -                 3,664

    Pro forma monetized assets                            -                   -                                       -                   -              -                        -                     -

    Depreciation and amortization                     5,477                   -                                       1                   -              -                        -                 5,478

    Residual Trusts cash flows                            -                   -                                       -                (264)             -                        -                  (264)

    Provision for loan losses                             -                   -                                       -               2,651              -                        -                 2,651

    Other                                               666                  21                                      87                 462              5                        -                 1,241

    Total adjustments                                 7,439                  21                                    (251)               (413)        22,292                        -                29,088
                                                      -----                 ---                                    ----                ----         ------                      ---                ------

    Pro-Forma Adjusted EBITDA                       $35,131              $2,797                                 $10,303              $4,661         $2,069           $            -               $54,961
                                                    =======              ======                                 =======              ======         ======           ==============               =======


                                                                                       Walter Investment Management Corp.

                                                                                     Segment Revenues and Operating Income

                                                                                      For the Year Ended December 31, 2011

                                                                                                ($ in thousands)



                                             Servicing              Asset                               Insurance            Loans and          Other          Eliminations                Total
                                                                 Receivables                                                 Residuals                                                  Consolidated
                                                                 Management
                                                                 ----------

    REVENUES

    Servicing revenue and fees                         $197,265              $14,275                         $            -       $          -    $         -                 $(25,363)              $186,177

    Interest income on loans                                  -                    -                                      -            164,794              -                        -                164,794

    Insurance revenue                                         -                    -                                 43,752                  -              -                   (2,101)                41,651

    Other revenues                                        2,993                    -                                  1,245                  -          5,614                        -                  9,852
                                                          -----                  ---                                  -----                ---          -----                      ---                  -----

    Total revenues                                      200,258               14,275                                 44,997            164,794          5,614                  (27,464)               402,474

    EXPENSES

    Interest expense                                      3,096                    -                                      -             91,075         42,075                        -                136,246

    Depreciation and amortization                        46,438                3,906                                  2,706                  -             28                        -                 53,078

    Provision for loan losses                                 -                    -                                      -              6,016              -                        -                  6,016

    Other expenses, net                                 135,994                8,995                                 29,990             37,223         29,668                  (27,464)               214,406
                                                        -------                -----                                 ------             ------         ------                  -------                -------

    Total expenses                                      185,528               12,901                                 32,696            134,314         71,771                  (27,464)               409,746

    OTHER GAINS (LOSSES)

    Net fair value gains (losses)                          (607)                   -                                      -                965         (1,410)                       -                 (1,052)

    Gain on extinguishments                                   -                    -                                      -                 95              -                        -                     95

    Other                                                     -                    -                                      -                  -          2,096                        -                  2,096

    Total other gains (losses)                             (607)                   -                                      -              1,060            686                        -                  1,139
                                                           ----                  ---                                    ---              -----            ---                      ---                  -----

    Income (loss) before income taxes                    14,123                1,374                                 12,301             31,540        (65,471)                       -                 (6,133)
                                                         ------                -----                                 ------             ------        -------                      ---                 ------


    Core Earnings

    Step-up depreciation and amortization                35,729                3,906                                  2,674                  -             15                        -                 42,324

    Transaction and integration costs                         -                    -                                      -                  -         19,179                        -                 19,179

    Net impact of Non-Residual Trusts                         -                    -                                      -                  -          6,855                        -                  6,855

    Share-based compensation expense                      3,427                  192                                  1,183                  -            195                        -                  4,997

    Non-cash interest expense                               607                    -                                    513              1,901              -                        -                  3,021

    Other                                                     -                    -                                      -             (1,646)        (1,624)                       -                 (3,270)
                                                            ---                  ---                                    ---             ------         ------                      ---                 ------

    Total adjustments                                    39,763                4,098                                  4,370                255         24,620                        -                 73,106
                                                         ------                -----                                  -----                ---         ------                      ---                 ------

    Core earnings (loss) before income taxes             53,886                5,472                                 16,671             31,795        (40,851)                       -                 66,973


    Pro-Forma Adjusted EBITDA

    Interest expense on debt                                185                    -                                      -                  -         42,075                        -                 42,260

    Non-cash interest income                             (2,339)                   -                                 (1,241)           (13,725)             -                        -                (17,305)

    Pro forma synergies                                   8,862                    -                                    596                  -          7,370                                          16,828

    Pro forma monetized assets                                -                    -                                      -            (13,305)             -                                         (13,305)

    Depreciation and amortization                        10,709                    -                                     32                  -             13                        -                 10,754

    Residual Trusts cash flows                                -                    -                                      -              9,108              -                        -                  9,108

    Provision for loan losses                                 -                    -                                      -              6,016              -                        -                  6,016

    Other                                                   872                   43                                    295              1,872           (918)                       -                  2,164

    Total adjustments                                    18,289                   43                                   (318)           (10,034)        48,540                        -                 56,520
                                                         ------                  ---                                   ----            -------         ------                      ---                 ------

    Pro-Forma Adjusted EBITDA                           $72,175               $5,515                                $16,353            $21,761         $7,689           $            -               $123,493
                                                        =======               ======                                =======            =======         ======           ==============               ========

                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                Walter Investment Management Corp. and Subsidiaries
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                   Consolidated Statements of Comprehensive Loss
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                      (in thousands, except per share amounts)
                                                                                                                                                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                For the Three Months Ended                            For the Year Ended
                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                     December 31,                                      December 31,
                                                                                                                                                                                                     ------------                                      ------------
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                         2012                                              2011                                              2012                                            2011
                                                                                                                                                                                                                         ----                                              ----                                              ----                                            ----
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    REVENUES
                                                                                                                                                                                                                                                                                                                                                                                   
    Servicing revenue and fees                                                                                                                                                                                       $113,414                                           $91,918                                          $418,970                                        $186,177
                                                                                                                                                                                                                                                                                                                                            
    Interest income on loans                                                                                                                                                                                           36,654                                            40,171                                           154,351                                         164,794
                                                                                                                                                                                                                                                                                                                                            
    Insurance revenue                                                                                                                                                                                                  19,149                                            19,744                                            73,249                                          41,651
                                                                                                                                                                                                                                                                                                                                                                                   
    Other revenues                                                                                                                                                                                                      7,160                                             4,067                                            20,419                                           9,852
                                                                                                                                                                                                                        -----                                             -----                                            ------                                           -----
                                                                                                                                                                                                                                                                                 
                                                    Total revenues                                                   176,377                                                  155,900                                           666,989                                           402,474
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    EXPENSES
                                                                                                                                                                                                                                                                                                                                            
    Salaries and benefits                                                                                                                                                                                              64,609                                            50,608                                           230,107                                         117,736
                                                                                                                                                                                                                                                                                                                                                                                   
    Interest expense                                                                                                                                                                                                   45,324                                            46,857                                           179,671                                         136,246
                                                                                                                                                                                                                                                                                                                                            
    General and administrative                                                                                                                                                                                         45,652                                            30,614                                           136,236                                          78,597
                                                                                                                                                                                                                                                                                                                                            
    Depreciation and amortization                                                                                                                                                                                      25,999                                            26,676                                            99,728                                          53,078
                                                                                                                                                                                                                                                                                                                                            
    Provision for loan losses                                                                                                                                                                                           5,230                                             2,651                                            13,352                                           6,016
                                                                                                                                                                                                                                                                                                                                            
    Other expenses, net                                                                                                                                                                                                 1,871                                             3,936                                             9,267                                          18,073
                                                                                                                                                                                                                        -----                                             -----                                             -----                                          ------
                                                                                                                                                                                                                                                                                 
                                                    Total expenses                                                   188,685                                                  161,342                                           668,361                                           409,746
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    OTHER GAINS (LOSSES)
                                                                                                                                                                                                                                                                                                                                            
    Net fair value gains (losses)                                                                                                                                                                                       5,826                                               352                                            14,500                                          (1,052)
                                                                                                                                                                                                                                                                                                                                            
    Gains (losses) on extinguishments                                                                                                                                                                                 (48,579)                                                -                                           (48,579)                                             95
                                                                                                                                                                                                                                                                                                                                                                                   
    Other                                                                                                                                                                                                                   -                                             1,758                                                 -                                           2,096
                                                                                                                                                                                                                          ---                                             -----                                               ---                                           -----
                                                                                                                                                                                                                                                                                 
                                                    Total other gains (losses)                                       (42,753)                                                   2,110                                           (34,079)                                            1,139
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                            
    Income (loss) before income taxes                                                                                                                                                                                 (55,061)                                           (3,332)                                          (35,451)                                         (6,133)
                                                                                                                                                                                                                                                                                                                                            
    Income tax expense (benefit)                                                                                                                                                                                      (20,953)                                              600                                           (13,317)                                         60,264
                                                                                                                                                                                                                                                                                 
                                                    Net income (loss)                                               $(34,108)                                                 $(3,932)                                         $(22,134)                                         $(66,397)
                                                                                                                                                                                                                                                                                                                                 
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    OTHER COMPREHENSIVE INCOME (LOSS) BEFORE TAXES
                                                                                                                                                                                                                                                                                                                                            
    Change in postretirement benefits liability                                                                                                                                                                           (92)                                             (882)                                               19                                          (1,248)
                                                                                                                                                                                                                                                                                                                                            
    Amortization of realized gain on closed hedges                                                                                                                                                                        140                                               (32)                                               68                                            (154)
                                                                                                                                                                                                                                                                                                                                            
    Unrealized gain (loss) on available-for-sale security in other assets                                                                                                                                                 (55)                                               (3)                                               24                                              36
                                                                                                                                                                                                                          ---                                               ---                                               ---                                             ---
                                                                                                                                                                                                                                                                                                                                            
    Other comprehensive income (loss) before taxes                                                                                                                                                                         (7)                                             (917)                                              111                                          (1,366)
                                                                                                                                                                                                                                                                                                                                            
    Income tax expense (benefit) for items of other comprehensive income (loss)                                                                                                                                             8                                              (749)                                               34                                            (531)
                                                                                                                                                                                                                          ---                                              ----                                               ---                                            ----
                                                                                                                                                                                                                                                                                 
                                                    Other comprehensive income (loss)                                    (15)                                                    (168)                                               77                                              (835)
                                                                                                                                                                                                                                                                                                                                                                                   
    Comprehensive loss                                                                                                                                                                                               $(34,123)                                          $(4,100)                                         $(22,057)                                       $(67,232)
                                                                                                                                                                                                                     ========                                           =======                                          ========                                        ========
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    Net loss                                                                                                                                                                                                         $(34,108)                                          $(3,932)                                         $(22,134)                                       $(66,397)
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                   
    Basic earnings (loss) per common and common equivalent share                                                                                                                                                       $(0.98)                                           $(0.14)                                           $(0.73)                                         $(2.41)
                                                                                                                                                                                                                                                                                                                                            
    Diluted earnings (loss) per common and common equivalent share                                                                                                                                                      (0.98)                                            (0.14)                                            (0.73)                                          (2.41)
                                                                                                                                                                                                                                                                                                                                                                                   
    Total dividends declared per common and common equivalent share                                                                                                                                                         -                                                 -                                                 -                                            0.22
                                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                            
    Weighted-average common and common equivalent shares outstanding - basic                                                                                                                                           34,850                                            28,609                                            30,397                                          27,593
                                                                                                                                                                                                                                                                                                                                            
    Weighted-average common and common equivalent shares outstanding - diluted                                                                                                                                         34,850                                            28,609                                            30,397                                          27,593

                                                                                                                                                                                                                                          
                                                                                             Walter Investment Management Corp. and Subsidiaries
                                                                                                                                                                                                                                          
                                                                                                         Consolidated Balance Sheets
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                    (in thousands, except share amounts)
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                              December 31,                                    December 31,
                                                                                                                                                                                                                                        
                                                                                                                                                                                  2012                                            2011
                                                                                                                                                                                  ----                                            ----
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    ASSETS
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    Cash and cash equivalents                                                                                                                                                 $442,054                                         $18,739
                                                                                                                                                                                                                                        
    Restricted cash and cash equivalents                                                                                                                                       653,338                                         353,216
                                                                                                                                                                                                                                        
    Residential loans (includes $6,710,211 and $672,714 at fair value)                                                                                                       8,220,967                                       2,278,402
                                                                                                                                                                                                                                        
    Allowance for loan losses                                                                                                                                                  (20,435)                                        (13,824)
                                                                                                                                                                               -------                                         -------
                                                                                                                                                                                                                                        
    Residential loans, net                                                                                                                                                   8,200,532                                       2,264,578
                                                                                                                                                                                                                                        
    Receivables, net (includes $53,975 and $81,782 at fair value)                                                                                                              259,009                                         229,779
                                                                                                                                                                                                                                        
    Servicer and protective advances, net                                                                                                                                      173,047                                         140,690
                                                                                                                                                                                                                                        
    Servicing rights, net                                                                                                                                                      225,278                                         250,329
                                                                                                                                                                                                                                        
    Goodwill                                                                                                                                                                   580,378                                         470,291
                                                                                                                                                                                                                                        
    Intangible assets, net                                                                                                                                                     161,926                                         137,482
                                                                                                                                                                                                                                        
    Premises and equipment, net                                                                                                                                                137,785                                         130,410
                                                                                                                                                                                                                                        
    Other assets                                                                                                                                                               144,830                                         118,028
                                                                                                                                                                                                 
                              Total assets                                                                                                                                 $10,978,177                                      $4,113,542
                                                                                                                                                                                                 
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    Payables and accrued liabilities (includes $24,246 and $21,515 at                                                                                                         $260,610                                        $217,929
      fair value)
                                                                                                                                                                                                                                        
    Servicer payables                                                                                                                                                          587,929                                         244,302
                                                                                                                                                                                                                                        
    Servicing advance liabilities                                                                                                                                              100,164                                         107,039
                                                                                                                                                                                                                                        
    Debt                                                                                                                                                                     1,146,249                                         742,626
                                                                                                                                                                                                 
    Mortgage-backed debt (includes $757,286 and $811,245 at fair value)                                                                                                      2,072,728                                       2,224,754
                                                                                                                                                                                                                                        
    Liability to GNMA Trusts at fair value                                                                                                                                   5,874,552                                               -
                                                                                                                                                                                                                                        
    Deferred tax liability, net                                                                                                                                                 41,017                                          43,360
                                                                                                                                                                                                 
                              Total liabilities                                                                                                                             10,083,249                                       3,580,010
                                                                                                                                                                                                 
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    Stockholders' equity:
                                                                                                                                                                                                 
                              Preferred stock, $0.01 par value per share:
                                                                                                                                                                                                                                        
                              Authorized - 10,000,000 shares
                                                                                                                                                                                                 
                               Issued and outstanding -0 shares at December
                               31,                                                                                                            -                                               -
                                                                                                                                                                                                 
                              2012 and December 31, 2011
                                                                                                                                                                                                 
                              Common stock, $0.01 par value per share:
                                                                                                                                                                                                                                        
                              Authorized - 90,000,000 shares
                                                                                                                                                                                                 
                               Issued and outstanding -36,687,785 and
                               27,875,158                                                                                                   367                                             279
                                                                                                                                                                                                 
                              at December 31, 2012 and December 31, 2011,
                                                                                                                                                                                                 
                              respectively
                                                                                                                                                                                                 
                              Additional paid-in capital                                                                                                                       561,963                                         178,598
                                                                                                                                                                                                 
                              Retained earnings                                                                                                                                332,105                                         354,239
                                                                                                                                                                                                 
                              Accumulated other comprehensive income                                                                                                               493                                             416
                                                                                                                                                                                                 
                                                                                                                                                                                                                                        
                              Total stockholders' equity                                                                                                                       894,928                                         533,532
                                                                                                                                                                                                                                        
                              Total liabilities and stockholders' equity                                                                                                   $10,978,177                                      $4,113,542
                                                                                                                                                                           ===========                                      ==========
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    ASSETS OF CONSOLIDATED VARIABLE INTEREST ENTITIES THAT CAN ONLY BE USED TO SETTLE THE OBLIGATIONS OF CONSOLIDATED VARIABLE INTEREST ENTITIES:
                                                                                                                                                                                                                                        
                                                                                                                                                              December 31,                                    December 31,
                                                                                                                                                                                                                                        
                                                                                                                                                                                  2012                                            2011
                                                                                                                                                                                  ----                                            ----
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    Restricted cash and cash equivalents                                                                                                                                       $58,253                                         $59,685
                                                                                                                                                                                                                                        
    Residential loans (includes $646,498 and $672,714 at fair value)                                                                                                         2,142,418                                       2,266,965
                                                                                                                                                                                                                                        
    Allowance for loan losses                                                                                                                                                  (20,138)                                        (13,604)
                                                                                                                                                                               -------                                         -------
                                                                                                                                                                                                                                        
    Residential loans, net                                                                                                                                                   2,122,280                                       2,253,361
                                                                                                                                                                                                                                        
    Receivables, net (includes $53,975 and $81,782 at fair value)                                                                                                               53,975                                          81,782
                                                                                                                                                                                                                                        
    Servicer and protective advances, net                                                                                                                                       77,082                                          59,921
                                                                                                                                                                                                                                        
    Other assets                                                                                                                                                                62,683                                          63,498
                                                                                                                                                                                                 
                              Total assets                                                                                                                                  $2,374,273                                      $2,518,247
                                                                                                                                                                                                 
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    LIABILITIES OF CONSOLIDATED VARIABLE INTEREST ENTITIES FOR WHICH CREDITORS OR BENEFICIAL INTEREST HOLDERS DO NOT HAVE RECOURSE TO THE COMPANY:
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
    Payables and accrued liabilities                                                                                                                                            $9,007                                         $10,163
                                                                                                                                                                                                                                        
    Servicing advance liabilities                                                                                                                                               64,552                                          48,736
                                                                                                                                                                                                 
    Mortgage-backed debt (includes $757,286 and $811,245 at fair value)                                                                                                      2,072,728                                       2,224,754
                                                                                                                                                                                                 
                              Total liabilities                                                                                                                             $2,146,287                                      $2,283,653


                                               Reconciliation of GAAP Income Before Income Taxes to

                                               Non-GAAP Core Earnings and Pro-Forma Adjusted EBITDA



                                              For the Quarter and Full Year Ended December 31, 2012

                                                      (in millions except per share amounts)



                                                                Core Earnings
                                                                -------------


                                                                             For the Three Months Ended         For the Year Ended

                                                                                  December 31, 2012             December 31, 2012
                                                                                  -----------------             -----------------


    Loss before income taxes                                                                            $(55.1)                    $(35.5)

    Add back:

    Step-up depreciation and amortization                                                                 20.4                       80.1

    Losses on extinguishment of debt                                                                      48.6                       48.6

    Share-based compensation expense                                                                       3.0                       14.2

    Transaction and integration costs                                                                      9.2                       15.8

    Non-cash fair value adjustments                                                                        2.6                        2.6

    Non-cash interest expense                                                                              4.2                        6.1

    Net impact of Non-Residual Trusts                                                                      3.3                        0.9

    Other                                                                                                  0.1                        1.3
                                                                                                           ---                        ---

    Pre-tax core earnings                                                                                $36.3                     $134.1


    After Tax core earnings (38% tax rate)                                                               $22.5                      $83.1
                                                                                                         =====                      =====

    Diluted shares outstanding                                                                            34.9                       30.4

    Core EPS                                                                                             $0.64                      $2.73
                                                                                                         -----                      -----



                                                          Pro-Forma Adjusted EBITDA
                                                          -------------------------


                                                                             For the Three Months Ended         For the Year Ended

                                                                                  December 31, 2012             December 31, 2012
                                                                                  -----------------             -----------------

    Loss before income taxes                                                                            $(55.1)                    $(35.5)

    Add:

    Deprecation and amortization                                                                          26.0                       99.7

    Interest expense on debt                                                                              17.2                       77.3
                                                                                                          ----                       ----

    EBITDA                                                                                               (11.9)                     141.5

    Add:

    Losses on extinguishment of debt                                                                      48.6                       48.6

    Non-cash share-based compensation expense                                                              3.0                       14.2

    Provision for loan losses                                                                              5.2                       13.4

    Transaction and integration-related costs                                                              9.2                       15.8

    Residual Trusts cash flows                                                                             3.2                        9.3

    Pro forma synergies                                                                                      -                        3.8

    Non-cash interest expense                                                                              4.2                        6.1

    Non-cash fair value adjustment                                                                         2.6                        2.6

    Net impact of Non-Residual Trusts                                                                      3.3                        0.9

    Other                                                                                                  0.2                        3.5
                                                                                                           ---                        ---

    Sub-total                                                                                             79.5                      118.2

    Less:

    Non-cash interest income                                                                              (3.5)                     (18.0)

    Other                                                                                                    -                          -
                                                                                                           ---                        ---

    Sub-total                                                                                             (3.5)                     (18.0)

    Pro-Forma Adjusted EBITDA                                                                            $64.1                     $241.7
                                                                                                         =====                     ======


                                            Reconciliation of GAAP Income Before Income Taxes to

                                            Non-GAAP Core Earnings and Pro-Forma Adjusted EBITDA
                                            For the Quarter and Full Year Ended December 31, 2011

                                                   (in millions except per share amounts)



                                                                Core Earnings
                                                             -------------


                                                                                                    For the three          For the year

                                                                                                  months ended 12/31/2011      ended 12/31/2011
                                                                                                  -----------------------      ----------------

    Loss before income taxes                                                                                        $(3.3)                $(6.1)

    Add back:


    Step-up depreciation & amortization                                                                              21.2                  42.3

    Transaction & integration related costs                                                                           4.3                  19.2

    Net impact of Non-Residual Trusts                                                                                 3.2                   6.9

    Share-based compensation expense                                                                                  2.3                   5.0

    Non-cash interest expense                                                                                         1.2                   3.0

    Other                                                                                                            (3.0)                 (3.3)

    Pre-tax core earnings                                                                                            25.9                  67.0
                                                                                                                     ----                  ----




    After tax core earnings (38% tax rate)                                                                          $16.1                 $41.5
                                                                                                                    -----                 -----

    Shares outstanding                                                                                               28.6                  27.6
                                                                                                                     ----                  ----

    Core EPS                                                                                                        $0.56                 $1.50
                                                                                                                    -----                 -----


                                              Pro-Forma Adjusted EBITDA
                                              -------------------------


                                                    For the three               For the year                  Full Year 2011 Combined

                                                    months ended                            ended 12/31/2011

                                                                    12/31/2011
                                                                    ----------

    Loss before income taxes                                             $(3.3)                        $(6.1)                          $(6.1)

    Add back:

    Depreciation and amortization                                         26.7                          53.1                            63.9

    Interest expense on debt                                              21.0                          42.2                            58.9
                                                                          ----                          ----                            ----

    EBITDA                                                                44.4                          89.2                           116.7

    Add back:

    Transaction and integration costs                                      4.3                          19.2                            19.2

    Pro forma synergies                                                    3.7                          16.8                            16.8

    Residual Trusts cash flows                                            (0.3)                          9.1                             9.1

    Net impact of Non-Residual Trusts                                      3.2                           6.9                            (5.5)

    Provision for loan losses                                              2.7                           6.0                             5.9

    Non-cash share-based compensation expense                              2.3                           5.0                            33.9

    Non-cash interest expense                                              1.2                           3.0                             4.4

    Green Tree 1H income before income taxes                                 -                             -                            45.2
                                                                           ---                           ---                            ----

    Sub-total                                                             17.1                          66.0                           129.0

    Less:

    Non-cash interest income                                              (4.7)                        (17.3)                          (21.0)

    Pro forma monetized assets                                               -                         (13.3)                          (13.3)

    Other                                                                 (1.8)                         (1.1)                           (0.4)
                                                                          ----                          ----                            ----

    Sub-total                                                             (6.5)                        (31.7)                          (34.7)
                                                                          ----                         -----                           -----

    Pro-Forma Adjusted EBITDA                                            $55.0                        $123.5                          $211.0
                                                                         -----                        ------                          ------

Use of Non-GAAP Measures

Generally Accepted Accounting Principles ("GAAP") is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future.

Core earnings (pre-tax and after-tax), core earnings per share and Adjusted EBITDA are financial measures that are not in accordance with GAAP. See the Definitions included in this document for a description of how these items are reported and see the Non-GAAP Reconciliations for a reconciliation of these measures to the most directly comparable GAAP financial measures.

The Company believes that these Non-GAAP Financial Measures can be useful to investors because they provide a means by which investors can evaluate the Company's underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business for a given period.

Use of Core Earnings and Adjusted EBITDA by Management

The Company manages the business based upon the achievement of core earnings, Adjusted EBITDA and similar targets and has designed certain management incentives based upon the achievement of Adjusted EBITDA in order to assess the underlying operational performance of the continuing operations of the business for the year and to have a basis to compare underlying operating results to prior and future periods.

Limitations on the Use of Core Earnings and Adjusted EBITDA

Since core earnings (pre-tax and after-tax) and core earnings per share measure the Company's financial performance excluding depreciation and amortization costs related to acquisitions, transaction and merger integration-related costs, share-based compensation expense, certain other non-cash adjustments, and the net impact of the consolidated Non-Residual Trust VIEs, they may not reflect all amounts associated with our results as determined in accordance with GAAP.

Adjusted EBITDA measures the Company's financial performance excluding depreciation and amortization costs, corporate and MSR facility interest expense, transaction and merger integration-related costs, share-based compensation expense, certain other non-cash adjustments, the net impact of the consolidated Non-Residual Trust VIEs and certain other items as defined by our senior secured credit agreement, including, but not limited to pro-forma synergies, they may not reflect all amounts associated with our results as determined in accordance with GAAP.

Core earnings (pre-tax and after-tax), core earnings per share and Adjusted EBITDA involve differences from segment profit (loss), income (loss) before income taxes, net income (loss), basic earnings (loss) per share and diluted earnings (loss) per share computed in accordance with GAAP. Core earnings (pre-tax and after-tax), Core earnings per share and Adjusted EBITDA should be considered as supplementary to, and not as a substitute for, segment profit (loss), income (loss) before income taxes, net income (loss), basic earnings (loss) per share and diluted earnings (loss) per share computed in accordance with GAAP as a measure of the Company's financial performance.

Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP earnings. Further, the non-GAAP measures presented by Walter Investment may be defined or calculated differently from similarly titled measures of other companies.

Definitions

Core Earnings This disclaimer applies to every usage of Core Earnings and related terms such as Pre Tax Core Earnings, Core Earnings After Taxes and Core Earnings Per Share ("EPS") in this document. Core Earnings is a metric that is used by management to exclude certain items in an attempt to provide a better earnings per share metric to evaluate the Company's underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business for a given period. Core Earnings excludes depreciation and amortization costs related to business combination transactions, transaction and merger integration-related costs, share-based compensation expense, certain other non-cash adjustments, and the net impact of the consolidated Non-Residual Trust VIEs. Core Earnings includes both cash and non-cash gains from forward mortgage origination activities. Non-cash gains are net of non-cash charges or reserves provided. Core Earnings excludes the impact of fair value option ("FVO") accounting and includes cash gains for reverse mortgage origination activities. Core Earnings may also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors a means of evaluating our core operating performance.

Adjusted EBITDA This disclaimer applies to every usage of Adjusted EBITDA and related terms such as Pro-Forma Adjusted EBITDA and Adjusted EBITDA per share in this document. Adjusted EBITDA is a key performance metric used by management in evaluating the performance of our Company and its segments. Adjusted EBITDA is generally presented in accordance with its definition in the Company's senior secured credit agreement, with certain exceptions, and represents income before income taxes, depreciation and amortization, interest expense on corporate debt, transaction and integration related costs, the net effect of the non-residual VIEs and certain other non-cash income and expense items. Adjusted EBITDA includes both cash and non-cash gains from forward mortgage origination activities. Pro-Forma Adjusted EBITDA excludes the impact of fair value option ("FVO") accounting and includes cash gains for reverse mortgage origination activities. Adjusted EBITDA includes an adjustment to reflect pro-forma synergies in 2011 and 2012 and to reflect Green Tree as having been acquired at the beginning of the year for periods prior to the actual acquisition date. Adjusted EBITDA may also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors a means of evaluating our core operating performance. The definition of Adjusted EBITDA used in this document differs from the definition in the Company's senior secured credit agreement principally in that (i) the credit agreements include a pro forma adjustment to the projected EBITDA of acquisitions that were made less than twelve months ago and (ii) the senior secured credit agreement does not include the non-cash gains from forward mortgage origination activities in Adjusted EBITDA.

2013 Estimated Adjusted EBITDA and other amounts or metrics that relate to future earnings projections are forward-looking and subject to significant business, economic, regulatory and competitive uncertainties, many of which are beyond the control of Walter Investment and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results will vary and those variations may be material. Nothing in this presentation should be regarded as a representation by any person that this target will be achieved and the Company undertakes no duty to update this target. Please refer to the introductory slides of this presentation, as well as additional disclosures in this Appendix and in our Form 10-K and other filings with the SEC, for important information regarding Forward Looking Statements and the use of Non-GAAP Financial Measures.

SOURCE Walter Investment Management Corp.