TRANSACTIONS WITH RELATED PARTIES

6 Months Ended

Jun. 30, 2012

TRANSACTIONS WITH RELATED PARTIES

TRANSACTIONS WITH RELATED PARTIES

NOTE 2 — TRANSACTIONS WITH RELATED PARTIES

Ocwen®

Ocwen is our largest customer and is contractually obligated to purchase certain mortgage services and technology services from us under service agreements.  These agreements extend until August 2017 subject to termination under certain provisions. Ocwen is not restricted from redeveloping these services. We settle amounts with Ocwen on a daily, weekly or monthly basis depending upon the nature of the services and when the service is completed.

With respect to Ocwen, related party revenue consists of revenues earned directly from Ocwen and revenues earned from the loans serviced by Ocwen when Ocwen determines the service provider. We earn additional revenues on the loan portfolios serviced by Ocwen that are not considered related party revenues when a party other than Ocwen selects the service provider. As a percentage of each of our segment revenues and as a percentage of consolidated revenues, related party revenue was as follows:

	Three months ended June 30,				Six months ended June 30,
	2012		2011		2012		2011
Mortgage Services	70	%	74	%	70	%	74	%
Technology Services	40	%	38	%	40	%	38	%
Financial Services	<1	%	1	%	<1	%	<1	%
Consolidated revenue	61	%	58	%	60	%	56	%

We record revenues we earn from Ocwen under the various long-term servicing contracts at rates we believe to be market rates as they are consistent with one or more of the following: the fees we charge to other customers for comparable services; the rates Ocwen pays to other service providers; fees commensurate with market surveys prepared by unaffiliated firms; and prices charged by our competitors.

Transition Services

We have entered into a Transition Services agreement with Ocwen under which services in such areas as human resources, vendor management, corporate services, six sigma, quality assurance, quantitative analytics, treasury, accounting, tax, risk management, legal, strategic planning, compliance and other areas are provided to the counterparty. The agreement expires in August 2012 and we intend to extend the agreement.  For the six months ended June 30, 2012 and 2011, we billed Ocwen $1.4 million and $0.9 million, respectively ($0.6 million and $0.5 million for the second quarters of 2012 and 2011, respectively), and Ocwen billed us $1.2 million and $0.8 million, respectively ($0.6 million and $0.5 million for the second quarters of 2012 and 2011, respectively) for services provided under this agreement. These amounts are reflected as components of selling, general and administrative expenses in the condensed consolidated statements of operations.

Correspondent One™ and HLSS™

In July 2011, we acquired an equity interest in Correspondent One S.A. (“Correspondent One” - see Note 7). We entered into an agreement with Correspondent One under which we provide certain finance, human resources, legal support, facilities, technology, vendor management and risk management services. For the six months ended June 30, 2012, we billed Correspondent One $0.1 million under this agreement.

Home Loan Servicing Solutions, Ltd. (“HLSS”) is a newly formed public company whose primary objective is the acquisition of mortgage servicing rights and advances. In connection with the February 2012 HLSS initial public offering, HLSS acquired mortgage servicing related assets from Ocwen. Our chairman is also the chairman of HLSS and owns 5% of the outstanding stock of HLSS. We entered into an agreement with HLSS under which we provide certain finance, human resources and legal support services.  For the six months ended June 30, 2012, we billed HLSS $0.2 million under this agreement ($0.1 million for the second quarter).

These amounts are reflected as a component of selling, general and administrative expenses in the condensed consolidated statements of operations.